Anka India Ltd Directors Report

To

The Members, Anka India Limited

Your directors take pleasure in presenting the Thirty Second (32^nd) Annual Report of Anka India Limited, on the business and operations of the Company along with the Audited Consolidated and Standalone Financial Statements for the Financial Year ended March 31, 2026.

. FINANCIAL HIGHLIGHTS

			(Amount in Rs. Lakhs)
	Consolidated		Standalone
Particulars	31.03.2026	31.03.2025	31.03.2026	31.03.2025
Revenue from Operations	1809.43	1296.02	18.00	0.00
Other Income	78.02	128.67	41.06	63.91
Total Income	1887.45	1424.69	59.06	63.91
Total Expenses	1914.03	1462.59	801.47	30.51
Profit and Loss before exceptional item and Tax	-26.58	-37.90	-742.41	33.40
Profit before Tax	-26.58	-37.90	-742.41	33.40
Less: Tax Expenses
Current Tax	1.93	4.27	0.00	3.62
Tax for earlier year	-	-	0.00	6.55
Deferred Tax	17.83	-6.48	-0.56	0.00
Profit after Tax	-46.34	-36.29	-741.85	23.23
Total Comprehensive Income for the year	-46.06	-20.52	-741.85	23.23
Earnings per share	-0.10	-0.10	-1.67	0.17

2. REVIEW OF OPERATIONS (FY 2025- 26)

Consolidated

Total consolidated income for the year is Rs. 1809.43 lakh whereas profit after tax stood at Rs. -46.06 lakh. Further pursuant to the reverse acquisition accounting treatment under Ind AS 103, comparative consolidated figures for the previous year represent the historical financial information of Futech Internet Private Limited, the accounting acquirer and accordingly are not strictly comparable with the current years consolidated figures.

Standalone

Total income for the FY2025-26 stood at Rs. 59.6 Lakh as compare to Rs 63.91 lakh in previous year. The total loss after tax stood at Rs. -741.85 lakh as compare to profit of Rs. 23.23 lakh in previous year.

3. STATE OF THE COMPANYS AFFAIRS

Anka India Limited is a technology-enabled digital services provider engaged in digital media advertising. The Company helps brands enhance their awareness and reach through video advertising solutions designed to capture consumer attention across screens and digital platforms.

4. CHANGE IN CONTROL AND MANAGEMENT

During the financial year 2025-26, there was a change in control and management of the Company pursuant to acquisition of equity shares and the consequent open offer made in accordance with the applicable provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Pursuant to completion of the open offer process, the acquirer/new promoter Mr. Amit Sharma and Mr. Arjit Sachdeva acquired control of the Company and the erstwhile promoters ceased to be in control of the Company, subject to applicable regulatory approvals and reclassification requirements.

Consequent to the change in control, the Board of Directors and management of the Company were reconstituted with effect from 5 March 2026. The new management has assumed responsibility for the affairs and operations of the Company and is pursuing its business strategy in accordance with the objectives of the Company.

5. CHANGE IN NATURE OF BUSINESS

During the period under review, the Company changed its main objects and business activities from running multiplexes and theatres and undertaking the production, exhibition and distribution of movies and other allied activities to providing and consulting in IT-enabled services and digital advertising. The Companys revised business activities include implementing advertising technologies, platforms and solutions, providing advertising consultancy services and undertaking performance marketing activities.

The change in the nature of business was approved by the shareholders of the Company at the Extra-Ordinary General Meeting held on April 12, 2025. Subsequently, the Company acquired 100% equity stake in Futech Internet Private Limited through a share swap arrangement, pursuant to which Futech Internet Private Limited became a wholly owned subsidiary of the Company.

The acquisition is in line with the Companys strategic objective of expanding its presence in the digital media advertising and information technology sector and diversifying its business operations. Accordingly, the Company has realigned its business focus towards technology-driven and digital business activities.

6. DIVIDEND

In view of the losses incurred during the financial year ended March 31, 2026, the Board of Directors has not recommended any dividend for the financial year 2025-26.

7. DIVIDEND DISTRIBUTION POLICY

The requirement to formulate a Dividend Distribution Policy under Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company. However, as a matter of good corporate governance, the Company has voluntarily adopted a Dividend Distribution Policy.

The Dividend Distribution Policy is available on the website of the Company and can be accessed at: https://www.ankaindia.com/uploads/ail-policies/dividend-distribution-policy-anka.pdf

8. TRANSFER TO RESERVES:

For required details, please refer to the Other Equity Section included as note in the Standalone and Consolidated Financial Statements forming an integral part of this Annual Report.

9. SHARE CAPITAL

A. Authorized Share Capital

During the financial year under review the Authorised Share Capital of the Company increased from existing Rs. 24,00,00,000 (Rupees Twenty-Four Crores Only) divided into 2,40,00,000 (Two Crores Forty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 52,00,00,000 (Rupees Fifty-Two Crores Only) divided into 5,20,00,000 (Five Crores Twenty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each by creation of additional 2,80,00,000 (Two Crore Eighty Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each in the ranking Pari passu in all respect with the existing Equity Shares of the Company

B. Paid up Share Capital

During the financial year under review the Company had allotted on preferential basis 3,61,54,529 (Three Crore Sixty-One Lakh, Fifty- Four Thousand Five Hundred Twenty-Nine) Equity Shares of face value of Rs. 10/- (Rupees Ten) each, fully paid-up, ("Equity Share") at an Issue Price of Rs. 17 (Rupees Seventeen only) per equity share including a premium of Rs. 7 (Rupees Seven) per Equity Share aggregating to Rs. 61,46,26,993 (Rupees Sixty-One Crores Forty-Six Lakhs Twenty-Six Thousand Nine Hundred Ninety-Three), for consideration other than cash i.e. allotment against swap of 10,000 (Ten Thousand) equity shares of face value of Rs. 10/- (Rupees Ten) each, fully paid-up of Futech Internet Private Limited ("FIPL"), representing 100% (Hundred Percent) of the paid-up equity share capital of FIPL.

10. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the provision of section 125(2) of the Companies Act, 2013 ("The Act") does not apply as the company was not required to transfer any amount or shares to the Investor Education and Protection Fund (IEPF) established by the Central Government of India.

11. LISTING AT STOCK EXCHANGE

The shares of the Company are listed on the main board of BSE Limited (BSE) and is traded on the said Exchange under the scrip code/symbol as given below:

BSE Scrip Code: 53167

The Annual Listing fee for the current financial year have been paid to the BSE Limited.

12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES AND CONSOLIDATED FINANCIAL STATEMENTS

As on March 31, 2026, your Company has the following Subsidiary: -

S. No.	Name of Subsidiary (including step down Subsidiaries)	% of holdings
1.	Futech Internet Private Limited	100%

The Consolidated Financial Statements of the Company & its subsidiaries which forms part of Annual Report have been prepared in accordance with Section 129(3) of the Companies Act, 2013. Further, a statement containing the salient features of the Financial Statements of Subsidiaries and Associate Companies in prescribed Format AOC 1 is annexed here Annexure-I.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Audited Financial Statements, including Consolidated Financial Statements and related information of the Company and its Subsidiaries are available on the website of the Company at (www.ankaindia.com ).

These statements present the financial position and performance of the Company and its subsidiaries as a single economic entity.

13. COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE

COMPANIES

During the financial year ended March31,2025, Futech Internet Private Limited became a wholly owned Subsidiary of the Company. The Company acquired 100% controlling interest in Futech Internet Private Limited through Share Swap

Apart from the above, there were no other companies which became or ceased to be subsidiaries, joint ventures, or associate companies during the financial year under review.

14. UPDATE ON MERGER OF FUTECH INTERNET PRIVATE LIMITED WITH THE COMPANY

The Company and its wholly owned subsidiary, Futech Internet Private Limited, have filed petitions before their respective jurisdictional Benches of the National Company Law Tribunal (NCLT) for the amalgamation of Futech Internet Private Limited with the Company. The second motion proceedings in respect of the petition filed by Futech Internet Private Limited before the NCLT, New Delhi Bench, and the petition filed by Anka India Limited before the NCLT, Chandigarh Bench, are currently in progress.

15. MANAGEMENT DISCUSSION ANALYSIS REPORT

Management Discussion and Analysis Report (MD&A) for the year under review, in compliance with Regulation 34 (3) read with Para B of Schedule V of SEBI Listing Regulations has been enclosed separately in the Annual Report.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

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

17. AUDITORS

a) Statutory Auditors

M/s. R. S. Prabhu & Associates, Chartered Accountants (Firm Registration No. 127010W), were appointed as the Statutory Auditors of the Company by the Members at the Annual General Meeting ("AGM") held in the year 2021 for a term of five (5) consecutive years, to hold office from the conclusion of the said AGM until the conclusion of the ensuing AGM of the Company to be held in the year 2026. Accordingly, their present term shall conclude at the ensuing AGM.

Based on the recommendation of the Audit Committee and considering their performance, experience and eligibility, the Board of Directors has recommended to the Members the re-appointment of M/s. R. S. Prabhu & Associates, Chartered Accountants (Firm Registration No. 127010W), as the Statutory Auditors of the Company for a second term of five (5) consecutive years, to hold office from the conclusion of the ensuing AGM until the conclusion of the AGM of the Company to be held in the year 2031, subject to the approval of the Members.

The Auditors have confirmed that their re-appointment, if approved, would be in accordance with the provisions of Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

The Statutory Auditors have not reported any instance of fraud under Section 143(12) of the Companies Act, 2013 during the financial year under review.

The Statutory Auditors have, however, issued their Audit Report on the Consolidated Financial Statements of the Companyforthe -26 containing modified opinion. In terms of Section 134(3)(f) of the Companies Act, 2013, the qualifications made by the Statutory Auditors and the explanations/comments of the Board thereon are as under:

Auditors Qualification	Management Comments
Non-assessment of impairment of goodwill amounting to Rs. 18.96 Crores arising on consolidation.	The Management notes the qualification of the Statutory Auditors regarding non-testing of goodwill amounting to Rs. 18.96 Crores for impairment at the year end. The said goodwill had arisen at the time of consolidation in earlier years. Management is of the view that the underlying investments/business operations continue to possess adequate value and potential; accordingly, no indication of impairment was identified during the year under review. The Company shall undertake a detailed impairment testing exercise and account for the impact, if any, in accordance with the applicable Indian Accounting Standards in the subsequent period.
Auditors Qualification	Management Comments
Recognition of MAT Credit Entitlement amounting to Rs. 35.38 Lakhs in the Consolidated Financial	The Management notes the qualification of the Statutory Auditors regarding recognition of MAT Credit entitlement amounting to Rs. 35.38 Lakhs in the consolidated financial statements. The Management is of the view that the Company would be able to utilise the said MAT Credit against future taxable profits based on the projected business performance, expected improvement in operations and future profitability of the Company and its subsidiaries. Accordingly, the MAT Credit entitlement has been continued to be recognised as an asset in the books of accounts.
Statements	The Management shall continue to review the recoverability of the MAT Credit entitlement at each reporting date in accordance with the applicable provisions of the Income Tax Act, 1961 and relevant accounting standards, and appropriate adjustments, if any, shall be made in the financial statements as and when considered necessary.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Members of the Company at the Annual General Meeting held in the year 2025 appointed M/s. Varun Sharma & Associates, Company Secretaries, as the Secretarial Auditors of the Company for a term of five (5) consecutive years to conduct the Secretarial Audit of the Company for the financial years 2025-26 to 2029-30. The report of Secretarial Auditor in form MR-3 is attached as annexure-II

The Secretarial Audit Report issued by M/s. Varun Sharma & Associates, Company Secretaries, in Form MR-3 for the financial year ended March 31, 2026 is annexed to this Boards Report. The said Report is self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimer accept.

Observation

Management Representation

In the Extraordinary General Meeting (EGM) conducted via Video Conferencing (VC) /Other Audio-Visual Means (OAVM) on April 12, 2025, no Independent Director was present. This stands in non- compliance with the mandatory governance standards prescribed under MCA General Circular No. 14/2020 dated April 8, 2020, which explicitly requires the attendance of at least one Independent Director and the Statutory Auditor (or their authorized representative) at general meetings convened through digital modes.

There were 2 Independent Directors at that time and one of them was travelling outside India so second one was supposed to attend the meeting but due to some health issue and medical emergency she could not attend the meeting. The inability of the Independent Director to participate in the meeting was beyond the control of the Company and was neither deliberate nor intentional.

Further, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Annual Secretarial Compliance Report for the financial year ended March 31, 2026, issued by M/s. Varun Sharma & Associates, Company Secretaries, has been submitted to BSE Limited within the prescribed timelines.

C) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, as amended from time to time, the Board of Directors, based on the recommendation of the Audit Committee, had appointed M/s. Manoj Sharma & Associates, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2025-26.

Subsequently, M/s. Manoj Sharma & Associates resigned from the office of Internal Auditors due to pre-occupation with other professional commitments and time constraints. Consequently, based on the recommendation of the Audit Committee, the Board appointed M/s. Sudhir K & Associates, Chartered Accountants, as the Internal Auditors of the Company to conduct the Internal Audit for the financial year 2025-26.

The Internal Auditors carried out the internal audit during the year and their observations and reports were periodically reviewed by the Audit Committee.

Further, based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on May 28, 2026, re-appointed M/s. Sudhir K & Associates, Chartered Accountants, as the Internal Auditors of the Company to conduct the Internal Audit for the financial year 2026-27.

18. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT UNDER SECTION 186

The details of Loan, Investments and Guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financials Statements forming part of Annual Report.

19. ANNUAL RETURN

In compliance of section 134 (3) (a) and 92 (3) of the Companies Act, 2013 (the Act), the Annual Return of the Company as on March 31, 2026 in Form MGT-7 is available on the website of the Company at https://www.ankaindia.com/investors/disclosures-under-regulation-46-of-the-sebi-lodr-regulations/annual-return

20. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) read with Section 134(5) of the Companies Act 2013, the Directors to the best of their knowledge and ability, hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) they have 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 and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care to the best of their knowledge and ability 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) they have prepared the Accounts for the financial year ended 31 ^st March, 2026 on a going concern basis;

(e) they have laid down internal financial controls to be followed adequate and operating effectively.

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper system to ensure compliance with the provisions of all applicable Secretarial Standards (including SS-I and SS-II on Board and General Meetings) issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) Directors and Key Managerial Personnel (KMP) i.Inductions, Re-appointments, Retirements & Resignations

Pursuant to the change in management following the successful completion of the open offer on December 23, 2025, in accordance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Board of Directors of the Company was reconstituted on March 5, 2026.

Consequent to the reconstitution of the Board, the following Directors and Key Managerial Personnel tendered their resignations from their respective positions:

- Mrs. Sulakshan Trikha Whole-time Director

- Mrs. Asha Kishinchand Independent Director

- Mrs. Niti Sethi Independent Director

- Mr. Anu Sharma Company Secretary

- Mr. Manish Kumar Pandey Chief Financial Officer

-

Subsequently, the following appointments were made:

Board of Directors

- Mr. Spark Sood Managing Director

- Mr. Rahul Sharma Non-Executive, Non-Independent Director

- Mr. Dilip Kumar Choudhary Independent Director

- Mrs. Sonal Jain Independent Director

-

Key Managerial Personnel

- Mr. Sameer Kumar Company Secretary & Compliance Officer

- Mr. Bharat Sarin Chief Financial Officer

Further, pursuant to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the approval of the members for the appointment of the newly appointed Directors was obtained through postal ballot, the results of which were declared on May 2, 2026.

Retirement by rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Spark Sood (DIN: 11416018), Managing Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting. Being eligible, he has offered himself for re-appointment as a Director of the Company.

The Board of Directors recommends his re-appointment as a director liable to retire by rotation at the ensuing Annual General Meeting for the approval of the members.

(B) Declaration by Independent Directors

In accordance with the provisions Section 149(6) of the Companies Act, 2013 (gthe Acth) and Regulation 16(1)(b) of the SEBI Listing Regulations each Independent Director has given a written declaration to the Company confirming that he/she meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they have complied with the Code of Conduct as specified in Schedule IV to the Act.

In the opinion of the Board, all the Independent Directors of the Company fulfil and meet the criteria of independence as provided under the Companies Act, 2013, the rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. The Independent Directors are independent of the management and possess the requisite qualifications, knowledge, skills, experience and expertise, including the necessary proficiency in the areas relevant to their respective roles, to effectively discharge their duties and responsibilities. The Board is also of the opinion that the Independent Directors maintain high standards of integrity and are committed to discharging their duties and responsibilities diligently and in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

None of the aforesaid Directors are disqualified under Section 164(2) of the Companies Act, 2013. Further, they are not debarred from holding the office of Director pursuant to any order of SEBI or any other authority.

(C) Familiarization Programme for the Board of Directors

The Independent Directors are regularly updated on matters relating to the Companys business performance, strategic initiatives, risk management framework, governance practices, policies and procedures, as well as changes in the applicable legal and regulatory framework, to facilitate the effective discharge of their roles and responsibilities.

Companys Policy on familiarization programmes of Independent Directors can be accessed on the weblink viz. https://www.ankaindia.com/uploads/ail-policies/policy-on-familiarization-id-anka.pdf

23. BOARD & COMMITTEE MEETINGS

a) Board Meetings:

The Board met 7 (Seven) times during the financial year 2025-26. The details of Board Meetings and attendance of Directors there at are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

b) Committee Meetings:

During the year under review, the Board has (Three) Committees viz: 1) Audit Committee 2) Nomination & Remuneration Committee, 3) Stakeholder Relationship Committee. Details about the Committees, Committee Meetings and attendance of its Members are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

During the year under review, all recommendations of Audit Committee were accepted by the Board of Directors.

24. PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of remuneration to the Directors and employees of the Company and the details of the ratio of remuneration of each director to the median employees remuneration and details regarding top 10 employees in respect of remuneration paid is annexed to this Report.

No Executive Director of the Company was in receipt of any remuneration or commission from any holding company or subsidiary company of the Company for the Financial Year 2025-26 and hence disclosure of details in the Board Report pursuant to Section 197(14) of the Act is not applicable.

25. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulation 17 of SEBI Listing Regulations, the Board of Directors has conducted an annual assessment of its own performance, Board, Committees and Individual Directors. The performance of the board was evaluated based on the criteria such as Board composition and structure, effectiveness of board processes, information and functioning, etc.

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI Listing Regulations, a separate meeting of the Independent Directors was also held on March 05, 2026, without presence of Executive officers of the Company to evaluate the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors expressed their satisfaction on the above reviews/evaluation.

23. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has in place a whistle blower policy to provide a mechanism for its employees to report any concern to the Chairman of the Companys Audit Committee. The policy is made to ensure that complaints, if any, are resolved quickly in formal and conciliatory manner, confidentiality is maintained and both the complainant and the person against whom the complaint is made are protected. The same is placed on the website of the Company at https://www.ankaindia.com/uploads/ail-policies/whistle-blower-policy-anka.pdf

24.PREVENTION OF SEXUAL HARASSMENT AND COMPLIANCE WITH MATERNITY BENEFIT ACT

The Company is committed to provide a safe and respectful work environment for all our employees and has constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (gPOSH Acth).

The report on the details of the number of cases filed with the Internal Complaint Committee of the Company under POSH Act and their disposal for the year under review is as under: -

Particulars	Number
Number of cases pending as on the beginning of the financial year	Nil
Number of complaints filed/received during the year	NIL
Number of complaints disposed off during the year	NIL
Number of cases pending as on the end of the financial year	NIL
Number of cases pending for more than ninety days, if any	NIL

Further, during the year under review, the Company has complied with the applicable provisions of Maternity Benefit Act, 1961.

25. POLICY ON APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Company has in place policy on Appointment and Remuneration of Director(s) (including criteria for making payments to Non-Executive Directors), KMP(s) and SMP(s) and other matters provided in Section 178(3) of the Companies Act, 2013. The policy can be accessed at https://www.ankaindia.com/uploads/ail-policies/nomination-and-remuneration-policy-anka.pdf

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year under review, the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 were not applicable to the Company. Accordingly, the Company was not required to constitute a Corporate Social Responsibility Committee or undertake any Corporate Social Responsibility activities during the year.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the FY 2025-26 with related parties were on an arms length basis and in the ordinary course of business under Section 188 of The Act. Further as per SEBI Listing Regulations, all related party transactions have been placed before the Audit Committee for their prior approval.

During the year under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.

The details of Related Party Transactions entered into during the financial year, as required under the applicable accounting standards, are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company had limited business operations during the preceding years and, accordingly, its internal financial control framework was commensurate with the nature and scale of its operations. The management is committed to continuously reviewing and strengthening the internal financial controls as the business operations of the Company expand in the coming years.

29. DEPOSITS

During the financial year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and Companies (Acceptance of Deposits) Rules, 2014.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is primarily engaged in the service sector and does not own or operate any manufacturing facility or production plant. Accordingly, the particulars relating to conservation of energy and technology absorption prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not materially applicable to the Companys operations.

Nevertheless, the Company remains committed to the efficient use of resources and continuously endeavours to conserve energy by adopting energy-efficient practices and equipment, wherever feasible, in the conduct of its business operations.

The details of foreign exchange earnings and outgo during the financial year are provided below:

- Foreign Exchange Earnings: NIL

- Foreign Exchange Outgo: NIL

31. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS

Pursuant to provisions of Section 143 (12) of the Companies Act, 2013 there were no frauds reported by the Auditors of the Company during the year under review, to the Audit Committee or the Board of Directors, therefore no disclosure is required to be made under Section 134 (3) (ca) of the Companies Act, 2013.

32. MAINTENANCE OF COST RECORDS

The provisions mandating maintenance of Cost Records and appointment of Cost Auditor for conducting Cost Audit as prescribed under Section 148 of the Act are not applicable to the Company for the financial year ended March 31, 2026.

33. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes affecting the financial position of the Company, after the close of FY 2025-26 till the date of this Report.

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDRE IBC, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

35. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME

SETTLEMENT AND THE VALUATTION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

Not applicable

36. CORPORATE GOVERNANCE REPORT

In compliance with the provisions of Regulation 34 of SEBI Listing Regulations read with Schedule V to SEBI Listing Regulations, the Corporate Governance Report of your Company along with a Certificate on compliance with Corporate Governance received from M/s Varun Sharma & Associates, Company Secretaries in practice, confirming compliance with the conditions of corporate governance, is enclosed as separate section of Corporate Governance report in this Annual Report.

37. ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the continuous assistance, support and co-operation received from all the employees, stakeholders, viz. financial institutions, banks, governments, authorities, shareholders, clients, vendors, customers and associates.