Alfavision Overseas India Ltd Directors Report

To

The Members,

Alfavision Overseas (India) Limited

405, Rajani Bhawan, 526/9, M.G. Road, Tukoganj, Indore, Madhya Pradesh, India, 452001

Your directors take pleasure is presenting the 32nd Annual Report along with the Audited Standalone Financial Statements for the year ended 31 st March, 2026.

Highlights of Financial Performance on Standalone Basis

• Total Income for the year was Rs. 199.06 Lakhs as compared to Rs. 192.20 Lakhs in the previous year.

• Profit before tax for the year was Rs. 14.10 Lakhs as compared to Rs. 12.18 Lakhs in the previous year.

• Profit after tax for the year was Rs. 14.10 Lakhs as compared to Rs. 12.18 Lakhs in previous year.

Summarised Profit and Loss Statement (Rs, In Lakhs except EPS)

PARTICULARS	STANDALONE
	31.03.2026	31.03.2025
Revenue from Operations (Net)	199.06	190.60
Other Income	-	1.60
Total Income	199.06	192.20
Profit before Interest, Depreciation & Tax (EBIDTA)	14.10	12.18
Less: Interest	-	-
Less: Depreciation	-	-
Profit before Tax	14.10	12.18
Less: (a) Current Tax (b) PY Taxation Adjustment
(c) Deferred Tax	-	-
Net Profit for the Year	14.10	12.18
EPS (Equity Shares of Rs, 1/- each)
Basic & Diluted	0.04	0.04

Companys Affairs & Review of Operations

Your company is carrying business of trading, importing, exporting, dealing in and distributing industrial, commercial, agricultural and consumer goods; to undertake investments in shares, securities, debentures and Government securities; to undertake agricultural, dairy, organic and agri-related activities including cultivation, processing and trading; and to develop, construct, operate and manage residential, commercial and industrial real estate, hotels, resorts, hospitality, wellness, recreational and infrastructure projects, including related consultancy and sustainable development activities.

Dividend

The Board of Directors has not recommended any dividend for the financial year under review.

Directors Responsibility Statement

To the best of the knowledge and belief and according to the information and explanations obtained by them, your Directors confirms the following statements in terms of Section 134(3)(c) ofthe CompaniesAct, 2013:

a. In the preparation of the annual financial statements for the year ended March 31, 2026, the applicable accounting standards have been followed;

b. Appropriate accounting policies have been selected, applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the company as at March 31,2026 and ofthe profit ofthe company for the year ended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act, 2013 for safeguarding the assets ofthe company and for preventing and detecting fraud and other irregularities;

d. The annual financial statements have been prepared on a going concern basis;

e. Proper internal financial controls were in place and the financial controls were adequate and operating effectively; and

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

Capital Structure and listing of shares at Stock Exchanges

The Authorized Equity Share Capital ofthe Company as on 31 st March 2026 was Rs. 1,000 Lakhs divided into 1,000.00 Lakhs equity shares of Rs. 1/- each. The paid-up Equity Share Capital ofthe Company as on 31 stMarch, 2026 was Rs. 315.26 Lakhs divided into 315.26 Lakhs Equity shares of Rs. 1/- each and the entire equity shares ofthe company are listed and frequently traded on the Main Board of BSE Ltd. The Company has yet to pay the Annual Listing Fees to BSE Ltd for the year 2026-27 and has paid the Custodian fee to the CDSL and NSDL for the financial year 2026-27 on time.

Change in Capital Structure and issuance of Warrants:-

There was no change in the nature of the business of your Company during the financial year. Nature of Business remained the same.

Changes in Reserves

During the period under review, the company has proposes to transfer Rs. 14.10 Lakhs (Profit amounted Rs. 14.10 Lakhs) to the general reserves or any other reserves.

Finance

Cash and cash equivalent of the Company as at 31st March, 2026 is Rs.6.47 Lakhs (Previous year Rs.7.72 Lakhs).

Deposits

Your Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 3 IstMarch, 2026. Further, the Company has not accepted any deposit or loans in contravention of the provisions of Chapter V of the Companies Act, 2013 and the Rules made there under.

S.No.	Particulars	Amt in Rs.
1 .	Detaials of Deposits accepted during the year	Nil
2.	Deposits remaining unpaid or unclaimed at the end of the year	Nil
3.	Default in repayment of deposits At the beginning of the year Maximum during the year At the end of the year	N.A.
4.	Deposits not in compliance with law	N.A.
5.	NCLT/NCLAT orders w.r.t. depositors for extension of time and penalty imposed	N.A.

There are no deposit which are not in compliance with the requirements of Chapter V of the C ompanies Act, 2013 and there rules made thereunder.

Particulars of Loans, Guarantees or Investments

The company has not made any investment and provided loans and guarantees to Body Corporate (including Wholly-Owned Subsidiary) which is within the limit as prescribed under the provisions section 186 of the C ompanies Act, 2013.

Employees

The Company had employees as at 31st March 2026, as disclosed in the Financial Statements for the year under review. The Company continues to focus on maintaining an efficient and capable workforce and providing a conducive working environment for the development of its employees.

CSR Initiatives

The pro vision of Section 135 of the Companies Act, 2013 is not applicable to the Company, so the Company is not required to create Corporate Social Responsibility (CSR) Policy and to form CSR Committee during the financial year ended 31 st March, 2026.

Occupational Health & Safety (OH&S)

The Company is committed to providing a safe, healthy and secure working environment for its employees,

44

workers, contractors and other stakeholders engaged in its trading, agricultural, real estate, construction, hospitality and infrastructure-related activities. The Company focuses on safe working practices, adequate welfare facilities, responsible use of equipment and materials, contractor safety and compliance with applicable health and safety requirements, with an emphasis on prevention of accidents and promotion of a Zero Harm culture across its operations and projects.

Disclosure underThe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a Policy for prevention of Sexual Harassment at the workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013(SHOW). As per the requirement of the SHOWand Rules made thereunder, your company has constituted Internal Complaints Committees (ICC). All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Statement showing the number of complaints filed during the financial year and the number of complaints pending as on the end of the financial year is shown as under:-

Category	No. of complaints pending at the beginning of F.Y. 2025 -26	No. of complaints filed during the F.Y. 2025 -26	No. of complaints disposed off during the F.Y. 2025-26	No. of complaints pending as at the end of F.Y. 2025 -26	Total number of Complaints pending for more than 90 days
Sexual Harassment	Nil	Nil	Nil	Nil	0

Since, no complaint is received during the year which is appreciable as the management of the company endeavor to provide safe environment for the female employees of the company.

Compliance of the provisions relating to The Maternity Benefit Act 1961:

Your Company always protect the employment of women and ensure their well-being during and after childbirth. During the period under review, there was no case of maternity benefit.

The Company affirms that it adheres to the provisions of the Maternity Benefit Act, 1961, and is committed to ensuring compliance with all applicable statutory requirements related to maternity benefits, including maternity leave, benefits during the period of absence, and protection of employment. The Company remains dedicated to providing a safe, inclusive, and supportive work environment for all its employees.

Risk Management Policy and Internal Control

A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and nonbusiness risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Internal Financial Control &its effectiveness

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has appointed Internal Auditors and the scope and authority of the Internal Audit (IA) function is defined in the procedure and appointment letter. To maintain its obj ectivity and independence,the Internal Audit function reports to the Chairman ofthe Audit Committee of the Board.

Based on the report of internal audit and process, the company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon, if any, are presented to the Audit Committee ofthe Board.

Vigil Mechanism/Whistle Blower Policy

The Company has a vigil mechanism named Vigil Mechanism/Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy are annexed to the Board Report as Annexure Aand are also posted on the website of the Company www.alfavisionoverseasindia.com/_files/ugd/578fd6_9618c936b3274dc4907c5040fbd033d0.pdf Holding, Subsidiary and Associate Company

As on the closure of the financial year, there are no companies which are associates of the Companys subsidiaries.

Board of Directors, their Meetings & KMPs Constitution of the Board

The Board of directors are comprising of total 5 (Five) Directors, of whom l(One) was a Executive Directors and 4 (Four) were Non-Executive Directors Including the Chief financial Officer (CFO) and Non executive/Independent Directors. The Chairman of the Board is a Promoter and Managing Director of the Company. The Board members are highly qualified with the varied experience in the relevant field of the business activities of the Company, which plays significant roles in the business policy and decision-making process and provide guidance to the executive management to discharge their functions effectively.

Board Independence

Our definition of Independence of Directors or Regulation is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and section 149(6) of the Companies Act, 2013. The Company is having total 5 (Five) Directors in the Board out of them the following 3 (Three)directors are Independent Directors. During the period under review the status of Independent Directors were as follows:

1. Mr. Sandeep Patel (DIN: 0831305 l)ceasedw.e.f. 20th May, 2025.

2. Mrs.NiharikaRoongta (DIN:08858090)ceasedw.e.f. 30thMay,2026.

3. M/s SushmaPatel (DIN: 11268864)appointed w.e.f. 05th September, 2025.

The Independent Directors were appointed for a term of 5 (Five) consecutive years and shall not be liable to retire by rotation.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) ofthe independent directors appointed during the year

The company has appointed 1 Independent Director during the period under review. Board is ofthe opinion that all the existing Independent Directors in the Board of directors are having integrity, expertise (including proficiency) and are registered as an Independent Director under the director database maintained by IIC A. Declaration by the Independent Directors

All the Independent Directors have given their declaration of Independence stating that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013and the SEBI (LODR) Regulations, 2015. Your Board of directors is of the opinion that all the Independent Directors fulfill the criteria as laid down under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 during the year 2025-26.

The Independent Directors have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act. Further as per the provisions of Regulation 16(1 )(b) of theSEBI (LODR) Regulations, 2015 the directors are not aware of any circumstance or situation, which exits or may be reasonable anticipated that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence and that they are independent of the management.

Director is liable to retire by rotation seeking re-appointment:

Mr. Vishnu Prasad Goyal (DIN:00306034) the Whole-time Director of the Companyis liable to retire by rotation at the ensuing Annual General Meeting and, being eligible offers himself for re-appointment. Your directors recommend passingnecessary resolution as set out in notice of Annual General Meeting.

Executive Directors and Key Managerial Personnel and their changes

Mr. Vishnu Prasad Goyal, Chairman & Managing Director,Mr. Ravi Goyal, CFOand Mr. Devi Dayal*, Company Secretary are the Key Managerial Personnel within the meaning of section 203 of the Companies Act, 2013.

During the reporting period, there werefollowing changes in the Directors and Key Managerial Personnel.

*Mr. Devi Dayal has resigned from the office of the board w.e.f 15th February 2026.

Changes in the Board of Directors after closure of the Financial year:

1. Mr. A nk it Gupta was appointed as Company Secretary and Compliance officer w.e.f 1 st June 2026.

2. Cessation of Mrs. Niharika Roongta as Independent Director due to increasing the professional commitments and engagement in other assignments, with effect from 30thMay, 2026;

Meetings of the Board

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business:

The notice of Board meetings is given well in advance to all the Directors. All the Meetings of the Board were held in Indore, at the Registered Office of the Company. The Agenda of the Board/Committee meetings along with the relevant Board papers are circulated at least a week prior to the date of the meeting. However, in case of urgent business needs, notice and agenda of Board/Committee Meetings were circulated on shorter notice period with consent and presence of Independent Directors at the Meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met 5(Five)times in the Financial Year 2025-26. Details of the meeting and attendance are provided in Corporate Governance Report as attached in the Annual Report of this year.

Separate Meeting of Independent Directors

As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on 14thNovember, 2025to review the performance of Non- Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content, and timeliness of the flow of information between Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties. Companys Policy on DirectorsAppointment and Remuneration

The Policy of the Company on Directors appointment and remuneration including criteria for determining

qualifications, positive attributes and independence of a Director and other matters provided under section 178(3), is uploaded on companys website, www.alfavisionoverseasindia.com.

Annual Evaluation by the Board

The evaluation framework for assessing the performance of directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings.

ii. Quality of contribution to Board deliberations.

iii. Strategic perspectives or inputs regarding future growth of company and its performance.

iv. Providing perspectives and feedback going beyond the information provided by the management.

v. Commitment to shareholder and other stakeholder interests.

The evaluation involves self-evaluation by the Board Member and subsequently assessment by the Board of directors. Amember of the Board will not participate in the discussion of his/her evaluation.

Committees of the Board

In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes the Board has the following Three (3) committees:

(a) Audit Committee;

(b) Nomination and Remuneration Committee;

(c) Stakeholders Relationship Committee;

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report. Apart from the above committees, the company is also having an Internal Compliant Committee constituted as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Related Party Transactions

There have been no materially significant Related Party Transactions between the Company & the Directors, Management, Subsidiaries or relatives except for those disclosed in the Financial Statements.

Significant and material order passed by the Regulators or Courts

There is no significant material orders passed by the Regulators/Courts during the year under review which would impact the going concern status of the Company and its future operations.

Auditors, their Report and Comments by the Management Statutory Auditors& Their Report

M/s S.N. Gadiya & Co., Chartered Accountants (ICAI Firm Registration No. 002052C), were re-appointed as the Statutory Auditors of the Company for the financial year 2026-2027 at the 32nd Annual General Meeting (AGM) held on 30th September, 2026. They will hold office until the conclusion of the 33rd AGM to be held in the calendar year 2027, completing a further term of one year and aggregating to five consecutive years of service.

The Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI). Your Board is pleased to inform you that there are no adverse observations or qualifications made by the Auditors in their report that require any explanation or comment by the Board.

Secretarial Auditors & Their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies(Appointment and

Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s Rahul Goswami & Co., Company Secretaries(FCS 13804; CP 2361 l)to undertake the Secretarial Audit for the year, 2025-26. The Report of the Secretarial Auditors in Form MR-3 is annexed herewith as Annexure Bof this report.

Your Board is pleased to submit that there are no adverse comment/observation which requires management clarification.

Further, the Board of directors on the recommendation of the Audit Committee, at its meeting held on 5th September 2025 has recommended the members to approve the appointment of M/s Rahul Goswami & Co., Company Secretaries (FCS 13804; CP 23611) to conduct Secretarial Audit for the consecutive 5 (five) years from the conclusion of the 31 stAGM till the conclusion of the 36th AGM to be held in the calendar year 2030. Mr. Rahul Goswami, Proprietor ofthe Rahul Goswami & Co., Company Secretaries has consented to act as the Secretarial Auditor of the Company and confirmed that his appointment, if approved, would be within the limits prescribed under the Companies Act, 2013 and SEBILODR Regulations. He has further confirmed that he is not disqualified to be appointed as the Secretarial Auditor under the applicable provisions ofthe Act, rules made there under, and SEBI Listing Regulations.

Cost Auditors and Records

Your Company was not required to appoint a Cost Auditor for the year 2025-26. As per the Rule 3(1 )of Companies (Cost Records and Audit) Rules, 2014 as it was not applicable. However, the company has maintained the Cost Records as per the Companies (Cost Records and Audit) Rules, 2014.

Disclosure for Frauds Reported by the Auditors

As per the provisions of section 134(3) of the Companies Act, 2013 read with Rule 13(4) of the Companies (Audit and Auditors) Rules, 2014 no frauds were reported by the Auditors to Audit Committee/Board during the year under review. Further that there were no frauds committed against the Company and persons which are reportable under section 141(12) by the Auditors to the Central Government.

Corporate Governance& Management Discussion and Analysis

Your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on Corporate Governance is given and a certificate has been obtained from Auditors of the Company.

Practicing Company Secretary has also given a certificate certifying that none ofthe director ofthe Company as at 31 st March, 2026 is disqualified which is also part of Corporate Governance Report.

Management and Discussion and Analysis Report is also enclosed along with this Report.

Code of Conduct

Regulation 17(5) of the SEBI (LODR) Regulations, 2015 requires listed companies to lay down a Code of Conduct for their directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. The Company has adopted a Code of Conduct for all Directors and Senior Management of the Company and same is hosted on the website of the company at following li nk . https://www.alfavisionoverseasindia.com/_files/ugd/578fd6_cl61231978404135884d21blf07c9619.pdf. Annual Return

In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31 stMarch, 2026has been uploaded on the website of the Company and the web link ofthe same is: www.alfavisionoverseasindia.com/investorrelation.

Ratio of the Remuneration of each Director to the Median Employees remuneration and Particulars of Employees.

Pursuant to provision of Section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Annexure C.

Employees drawing remuneration in excess of Rs. 102.00 Lakhs or more per annum, or Rs. 8.50 Lakhs per month for the part of the year

During the year, none of the employees received remuneration in excess of Rs. 102.00 Lakhs (Rs.One Crore Two Lakhs or more per annum), or Rs. 8.50 Lakhs (Rs. Eight Lakhs Fifty Thousand per month for the part of the year), in accordance with the provisions of section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.Therefore, there is no information to disclose in terms of the provisions of the Companies Act, 2013.

Material changes and commitments, if any, affecting the financial position of the Company whichhave occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of Report.

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the financial year ended on 31 st March, 2026 Change in the Nature of Business, if any

There is no change in business activities during the period under review.

Business Transfer

There is no transfer of Business during the period under review.

Prevention of Insider Trading

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company and amended Code/Policy were also hosted on the website of Company.

The Code requires Trading Plan, pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

Familiarisation Program for Independent Directors

The Company has in place a Familiarization Program for Independent Directors to provide insights into the company to enable the Independent Directors to understand its business in depth and contribute significantly to the companys success.The Company has devised and adopted a policy on Familiarization Program for Independent Directors and is also available atthe companys website at https://www.alfavisionoverseasindia.com. Provision of Voting by Electronic Means through Remote E-voting and E-voting at the AGM Your Company is providing E-voting facility as required under Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be physically and your company has made necessary arrangements with CDSL to provide facility for remote e-voting and voting at the AGM. The details regarding e-voting facility is given with the notice of the Meeting.

Cautionary Statement

The statements made in this Report and Management Discussion and Analysis Report relating to the Companys objectives, projections, outlook, expectations and others may be forward looking statements within the meaning of applicable laws and regulations. Actual results may differ from expectations those expressed or implied. Some factors could make difference to theCompanysoperations that may be, due to change in government policies, global market conditions, foreign exchange fluctuations, natural disasters etc.

General

Your Directors state that during the year under review:

a. The company has not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016;

b. There is no requirement to conduct the valuation by the bank and no Valuation done at the time of onetime Settlement.

c. Neither the Managing Director nor Whole-time Directors receives any remuneration or commission from its subsidiary.

d. The Company has complied with the applicable Secretarial Standards as prescribed under the Companies Act, 2013.

e. Your Company has not declared and approved any Corporate Action viz buy back of securities, issuance of bonus shares, right shares, de-mergers and split and has not failed to implement or complete the Corporate Action within prescribed timelines.

f. There were no revisions in the Financial Statement and Boards Report.

g. The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

h. The company has not issued any shares which carry differential voting rights.

i. Details of unclaimed dividends have been provided as part of the Corporate Governance report.

j. There are no voting rights exercised by any employee of the Company pursuant to the Section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014

Acknowledgements

Your directors thank the various Central and State Government Departments, Organizations and Agencies and bankers to the Company for the continued help and co-operation extended by them. The Directors also gratefully acknowledge support of all other stakeholders of the Company viz. customers, members, dealers, vendors, and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

Place: Indore	For and on behalf of the Board Alfavision Overseas (India) Limited
Date: 5thSeptember, 2026

Vishnu Prasad Goyal Chairman &Managing Director DIN:00306034