Axis Solutions Ltd Directors Report

Dear Members,

Your Directors are Pleased to present the 41st Annual Report of Axis Solutions Limited (formerly Asya Infosoft Limited) ("Your Company") together with the Audited Financial Statement (standalone and consolidated) for the financial year ended 31st March, 2026.

FINANCIAL SUMMARY AND HIGHLIGHTS

The Standalone and Consolidated Financial Performance of the Company for the financial year ended 31st March, 2026, is summarized below:

(Rupees in Crore except EPS)

	Standalone		Consolidated
Financial Highlights	2025-2026	2024-2025	2025-2026	2024-2025
Revenue from Operations	238.37	200.73	240.67	201.32
Other Income	0.49	1.83	0.43	1.90
Total Income	238.86	202.56	241.10	203.22
Less: Total Expenses	193.29	163.68	195.61	165.86
Earnings Before Interest, Tax and Depreciation	45.57	38.88	45.49	37.36
Less: Finance Cost	4.63	3.30	4.67	3.30
Less: Depreciation	1.59	1.18	1.59	1.19
Profit/ (Loss) before Tax (PBT) & Exceptional Items	39.35	34.39	39.23	32.87
Exceptional Items	0.00	0.00	0.00	0.00
Profit/(Loss) before Tax (PBT)	39.35	34.39	39.23	32.87
Add/ (Less): Current Tax	6.85	0.27	6.95	0.27
Add/ (Less): Deferred Tax	3.44	(0.88)	3.44	(0.88)
Profit/(Loss) after Tax (PAT)	29.06	35.00	28.84	33.48
Other Comprehensive Income	0.09	(0.25)	0.09	(0.26)
Total Comprehensive Income for the period	29.15	34.75	28.93	33.22

STATE OF COMPANYS AFFAIRS Standalone Financial Performance

For the financial year ended on 31st March, 2026, the Company has achieved a Turnover of Rs. 238.37 Crore as against Rs. 200.73 Crore in the previous year.

For the financial year ended 31st March, 2026, the Company has achieved Earning Before Interest (Finance Cost), Depreciation & Amortization and Tax (EBITDA) of Rs. 45.57 Crore as against the EBITDA of Rs. 38.88 Crore during the previous year.

The Net Profit After Tax of the Company for the financial year ended 31st March, 2026 was Rs. 29.15 Crore compared to Rs. 34.75 Crore during the previous year.

During the year under review, your Companys Net Worth is Rs. 134.36 Crore as against Rs.115.16 Crore for the previous year.

Consolidated Financial Performance

Your Companys total consolidated turnover for the financial year ended on 31st March, 2026 was Rs. 240.67 Crore as against Rs. 201.32 Crore in the previous year.

For the financial year ended on 31st March, 2026, the Company has achieved Earning Before Interest (Finance

Cost), Depreciation & Amortization and Tax (EBITDA) of Rs. 45.49 Crore as against the EBITDA of Rs. 37.36 Crore during the previous year.

The Consolidated Net Profit After Tax of the Company for the financial year ended on 31st March, 2026 was Rs. 28.93 Crore compared to Rs.33.22 Crore during the previous year

KEY DEVELOPMENTS AND STRATEGIC ACQUISITIONS

1. Conclusion of Merger of Axis Solutions Private Limited (Reverse Merger) into the Company and Implementation of the Approved Resolution Plan

The Resolution Plan approved under the Corporate Insolvency Resolution Process ("CIRP") was sanctioned by the Honble National Company Law Tribunal ("NCLT"), Ahmedabad Bench, vide its order dated 11th July, 2024. Pursuant to the approval of the Resolution Plan, its implementation has been successfully completed in accordance with the terms and conditions stipulated therein.

Consequent upon the approval of the Resolution Plan, the management and control of the Company (i.e Asya Infosoft Limited- Corporate Debtor) were taken over by Mr. Bijal Dineshchandra Sanghvi, in consortium with M/s. Axis Solutions Private Limited ("Resolution Applicants"), with effect from 11th July 2024.

Further, as an integral part of the Resolution Plan, the Honble National Company Law Appellate Tribunal ("NCLAT"), Delhi Bench, vide its order dated 27th August 2024, sanctioned the Composite Scheme of Amalgamation and Arrangement between Axis Solutions Private Limited ("ASPL" or "Transferor Company") and Asya Infosoft Limited (presently known as Axis Solutions Limited) ("AIL" or "Transferee Company").

In pursuance of the approved Resolution Plan and the aforesaid scheme, the Company undertook various actions and completed key implementation milestones. The major steps undertaken towards successful implementation of the Resolution Plan are summarized below:

I. Revocation of Suspension and Listing of Equity Shares

Pursuant to the approval of the Resolution Plan and Scheme of Arrangement by the Honble National Company Law Tribunal (NCLT) and the Honble National Company Law Appellate Tribunal (NCLAT), respectively, under the Insolvency and Bankruptcy Code 2016, and upon completion of all requisite statutory and regulatory compliances, the suspension of trading in the equity shares of the Company was revoked by the Stock Exchange(s).

Accordingly, the equity shares of the Company were relisted on the Bombay Stock Exchange and recommenced trading with effect from 30th July 2025.

The Companys equity shares are listed under ISIN: INE520G01024 and BSE scrip code 511144.

II. Change of Name of Merged entity

The Name of the Company (Merged entity of Asya Infosoft Limited and Axis Solutions Private Limited) was changed from "Asya Infosoft Limited" to "Axis Solutions Limited".

Consequent upon the completion of the requisite statutory and regulatory formalities, the Registrar of Companies, Manesar, Haryana, issued a Fresh Certificate of Incorporation dated 26th March 2025, recording the new name of the Company as Axis Solutions Limited.

III. Issuance of Shares to Strategic Investors

The Company allotted 30,00,000 equity shares to Strategic Investors in accordance with the provisions of the approved Resolution Plan and the applicable regulatory requirements. The infusion of capital pursuant to such allotment has strengthened the Companys capital structure and supported its ongoing business and growth initiatives.

The equity shares so allotted rank pari passu in all respects with the existing equity shares of the Company. Further, the Strategic Investors are classified as public shareholders, and the said allotment has been considered for the purpose of compliance with the minimum public shareholding requirements prescribed under Rule19A(5) of the Securities Contracts (Regulation) Rules, 1957.

IV. Issuance and Allotment of Shares Pursuant to the Scheme of Amalgamation

The Company, at its Board Meeting held on 19th September, 2024 allotted 4 shares of Rs.10 each of the company (Asya Infosoft Limited- Presently Axis Solutions Limited) against the 1 equity shares of Rs. 10 each held by the shareholders in the Axis Solutions Private Limited. Accordingly an allotment of 3,98,22,200 Equity Shares of Rs. 10/- each fully paid up made to the shareholders of M/s Axis Solution Private Limited as a Consideration for the merger.

V. Issuance of Shares to Resolution Applicant and Financial Creditor

Pursuant to the relevant provisions of the approved Resolution Plan and applicable regulatory requirements, the Company allotted equity shares to the Resolution Applicant and the Financial Creditor in the following manner:

- 37,50,000 equity shares were allotted to Mr. Bijal Dineshchandra Sanghvi and Mrs. Purvi Sanghvi, in place of Axis Solutions Private Limited as the Successful Resolution Applicant, against the infusion of funds; - 1,00,000 equity shares were allotted to Shivom Investment & Consultancy Limited as a Financial Creditor.

VI. Change in Nature of business, if any

Pursuant to the Scheme of Amalgamation and Resolution plan approved by Honble NCLAT and NCLT and in order to align the Memorandum of Association with the expanded scope of operations consequent to the merger and to enable the Company to carry on the business activities undertaken by the merged entity, the Object Clause of the Memorandum of Association of the Company was altered.

The alteration was undertaken to incorporate the business objects of the merged entity while continuing the existing business operations of the Company. The amended Object Clause enables the Company to effectively carry on and develop the combined businesses and to leverage the synergies arising from the merger.

Pursuant to change of object clause, the Corporate

Identification Number (CIN) of the Company had changed to L43212GJ1985PLC029849.

VII.Extinguishment and Reduction of Share Capital

Pursuant to the relevant provisions of the approved Resolution Plan and applicable regulatory requirements, the Company extinguished and reduced the share capital in the following manner:

- Cancellation and extinguishment of the entire shareholding of the erstwhile promoters and promoter group without any payout;

- Reduction of shareholding of the public shareholders, other than existing promoters and issuance & allotment of 1 Equity Share of Rs.10/ each for every 20 Equity Shares held by the public shareholders as a consideration for such reduction of Capital.

it is hereby noted that the Successful Resolution Applicant, in consultation with the Resolution Professional and the Secured Financial Creditors, filed an application before the Honble National Company Law Tribunal ("NCLT"), Ahmedabad Bench, seeking rectification/modifications of certain inadvertent typographical errors in the NCLT Order dated 11th July, 2024 and the approved resolution plan, namely:

a) Correction of the typographical error in paragraph 2.2 of the NCLT order Dated 11th July, 2024, wherein the name of the Corporate Debtor was erroneously mentioned in place of the Resolution Applicant; and b) Correction of the typographical error in Part I(A)(5) of Chapter VI of the approved Resolution Plan, wherein the timeline for preferential allotment to strategic investors was stated as "within one year from the date of trading approval" instead of "within one year from the date of the NCLT Order approving the Resolution Plan".

The aforesaid application was allowed and disposed of by the Honble NCLT, Ahmedabad Bench vide its order dated 2nd April 2025.

2. Strategic Acquisition of Green Hydrogen Technology and Establishment of Green Hydrogen Business Vertical

During the year, the Company successfully completed a strategic asset acquisition from H2GO Power Limited, a United Kingdom-based technology company specializing in advanced hydrogen energy solutions.

Pursuant to the Asset Purchase Agreement, the Company acquired key assets, including inventory, patents, trademarks, proprietary software, technical know-how, and other intellectual property rights relating to hydrogen storage, distribution, and optimization technologies.

This acquisition represents a significant milestone in the Companys growth and diversification strategy and has enabled the establishment of a dedicated Green Hydrogen Business Vertical. The acquired intellectual property portfolio comprises advanced and differentiated technologies that provide the Company with a strong foundation to develop innovative green hydrogen solutions for industrial and energy applications.

The integration of these assets is expected to substantially strengthen the Companys technological capabilities and accelerate the commercialization of next-generation hydrogen solutions. The proprietary nature of the acquired technologies, together with the associated intellectual property rights, is anticipated to create significant competitive advantages and barriers to entry within targeted market segments of the emerging green hydrogen ecosystem.

The Board believes that this strategic acquisition positions the Company to capitalize on the rapidly expanding opportunities arising from the global energy transition and increasing demand for sustainable energy solutions. The newly established Green Hydrogen Business Vertical is expected to drive long-term growth, foster innovation, enhance stakeholder value, and support the Companys vision of becoming a leading technology-driven participant in the green hydrogen value chain.

The transaction was completed following a comprehensive due diligence process and after obtaining all necessary approvals from the Board of Directors.

NATURE OF BUSINESS

Axis Solutions Limited is a leading engineering and technology solutions company engaged in providing end-to-end solutions in the fields of analytical measurement systems, industrial automation, process instrumentation, environmental monitoring and industrial communication networks. The Company offers comprehensive services encompassing design, engineering, manufacturing, system integration, installation, commissioning, and lifecycle support, catering to diverse industries such as Oil & Gas, Petrochemicals, Refineries, Power Generation, Water, Chemicals and other process industries. With a strong focus on innovation, quality, and customer-centricity, Axis Solutions delivers advanced and sustainable solutions that enable operational excellence, process optimization, safety enhancement, and regulatory compliance for its customers.

With over two decades of industry experience, Axis Solutions Limited has established itself as a trusted partner for industrial digitalization and automation, supported by its state-of-the-art manufacturing and engineering facilities and a dedicated research and development capability. The Company actively supports the Government of Indias "Make in India" initiative while expanding its presence across domestic and international markets through a strong network of technology partners, distributors, and service professionals.

There was no change in the nature of business of the Company during the year under review. However, pursuant to the scheme of Merger becoming effective, the undertaking of Axis Solutions Private Limited (ASPL) including their business on a going concern basis are vested with the Company.

MATERIAL CHANGES OCCURING AFTER BALANCE SHEET DATE

1. Incorporation of Wholly Owned Subsidiary in the Kingdom of Saudi Arabia (KSA)

The Company has incorporated AxisSol Arabia Company, a wholly owned subsidiary in the Kingdom of Saudi Arabia (KSA) to carry on the business of oil & gas field machinery, installation of industrial machinery in industrial plants, and installation of industrial process control equipment. This step has been taken as part of the Companys plan to expand its business operations outside India and establish a direct presence in an important international market.

This development marks an important step in strengthening the Companys presence in the Middle East region and will enable better participation in the Kingdoms growing oil & gas, petrochemical, manufacturing, and infrastructure sectors. The establishment of a local entity in KSA is expected to enhance the Companys market access, improve customer engagement, and support long-term business growth in the region.

DIVIDEND

The Board of Directors of your Company, in its meeting held on 21st May, 2026 has recommended a final dividend of Rs. 0.60 (Sixty Paisa) (6%) per equity share of the face value of Rs. 10/- each fully paid up for the financial year ended on 31st March, 2026, subject to the approval of the Members at the ensuing 41st Annual General Meeting. The Final Dividend is payable to those shareholders whose names appear in the Register of Members as on the Record Date fixed by the Company. The Dividend payable by the Company will be as per the Dividend Distribution Policy of the Company.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has adopted Dividend Distribution Policy and the same is available on the website of the Company and the link for the same is given in "Annexure-A" of this report.

There has been no change in this policy during the year under review.

TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

CAPITAL STRUCTURE

1. Authorized Capital

The authorized share capital of the Company as on 31st March, 2026 stood at Rs. 50,00,00,000 (Rupees Fifty Crore Only) divided into 5,00,00,000 (Five Crore) equity shares of face value of Rs.10/- (Rupees Ten Only) each. During the year under review, there has been no change in the authorized share capital of the Company.

2. Issued, Subscribed and Paid-up Capital

The issued, subscribed and paid-up share capital of the Company as on 31st March, 2026 stood at Rs. 47,26,02,800 (Rupees Forty-Seven Crore Twenty-Six Lakh Two Thousand Eight Hundred Only) divided into 4,72,60,280 (Four Crore Seventy-Two Lakh Sixty Thousand Two Hundred and Eighty) equity shares of face value of Rs. 10/- (Rupees Ten Only) each.

3. Minimum Public Shareholding Compliance in compliance with the requirements of Rule 19(A)(5) of Securities Contracts (Regulation) Rules, 1957 and Regulation 38 of SEBI (Listing Obligations and

Disclosures Requirements) Regulations, 2015 read with Section VI-A of the SEBI Circular No. HO/49/14/14(7) 2025-CFD-POD2/I/3762/2026 dated 30th January, 2026 ("Master Circular") the company is required to bring the public shareholding to twenty-five percent within a maximum period of three years from the date of such fall, in the manner specified by the Securities and Exchange Board of India.

The Company is presently evaluating various available options and will take necessary steps to achieve compliance with the minimum public shareholding requirements within the timeline prescribed under the applicable laws and regulations. The Company expects to achieve the requisite minimum public shareholding in due course.

EVENT BASED DISCLOSURE

During the year under review, the Company has not taken up any of the following activities:

1. Issue of Sweat equity shares:-The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014.

2. Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

3. Issue of shares under employees stock option scheme:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

4. Non- Exercising of voting rights: During the year under review, there were no instances of non exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

5. Disclosure on purchase by company or giving of loans by it for purchase of its shares: The Company did not purchase or give any loans for purchase of its shares.

SHIFTING OF REGISTERED OFFICE WITHIN LOCAL LIMIT OF CITY

During the financial year under review, the Registered office of the Company was shifted from B-501 to 504, Galaxy Business Park, Nikol Ring Road, Opp. Torrent Power Station, Nikol, Ahmedabad-382350, Gujarat, India to Road No 324, Road No 5, Kathwada GIDC, Kathwada, Ahmedabad-382430, Gujarat, India with effect from 7th August, 2025. The Board of Directors approved the said shifting at its meeting held on 7th August, 2025 in accordance with the provisions of Section 12 of the Companies Act, 2013 and the applicable rules made thereunder.

The shifting was undertaken for administrative and operational convenience and does not affect the business activities or operations of the Company. Necessary filings and intimations with the Registrar of Companies and other statutory authorities have been duly completed.

BOARD OF DIRECTORS

The Board of Directors of the Company consists of Individuals with strong experience, integrity and leadership capabilities. The Directors bring valuable financial knowledge and strategic understanding to the Board. They are committed to the Company and devote adequate time to Board Meetings and their preparation.

As on 31st March, 2026, the Board comprised of 7 Directors, including 3 Independent Directors, 1 Non-Executive, Non Independent Director, and 3 Executive Directors. Details ofthe Board Composition are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

In line with the requirements of the SEBI Listing Regulations, the Board has identified the key skills, expertise and competencies required for effective oversight of the Companys business. Details of the core skills and competencies of the Directors are set out in the Corporate Governance Report, which forms part of this Integrated Annual Report.

The Board is of opinion that all Directors, Including the Director re-appointed during the year under review, have the required qualifications, experience and expertise and maintain high standard of integrity.

The criteria for determining the qualifications, positive attributes and independence of Directors are set out in the Policy on Nomination and Remuneration of Director, which is available on the Companys website and the link of the same is given in "Annexure-A" of this report.

1. Re-appointment/Resignation of Director during FY 2025-26

Mrs. Sherry Shah (DIN: 10811014), Non-Executive, Non-Independent Director of the Company, who retires by rotation in terms of Section 152(6) of the Act, was re appointed by the Members at the 40th Annual General Meeting held on 23rd September, 2025.

Pursuant to the recommendation of the Nomination & Remuneration Committee ("NRC"), the Board of Directors, at its meeting held on 22nd August, 2025, approved the re-appointment of Mr. Kutta Konangad Guptan (DIN: 10813992) as an Independent Director of the Company for a second term of five consecutive years with effect from 14th November, 2025 to 13th November, 2030 (both days inclusive), and of Mr. Deepak Prajapati (DIN: 10841232) and Mrs. Nirali Shah (DIN: 10811015) as Independent Directors of the Company for a second term of five consecutive years with effect from 30th November, 2025 to 29th November, 2030 (both days inclusive). The aforesaid re-appointments were subsequently approved by the members of the Company by way of Special Resolution passed at the 40th Annual General Meeting held on 23rd September, 2025.

2. Re-appointment of Director retires by rotation

Mr. Anand Shah (DIN: 09567072), Executive Director of the Company, retire by rotation at the ensuing AGM and being eligible, seeks re-appointment in terms of the provisions of the Companies Act, 2013 and terms of his appointment.

3. Independent Directors

As on 31st March, 2026, Mr. Kornagattil Kutta Guptan, Mr. Deepak Prajapati, Mrs. Nirali Shah are the Independent Directors of the Company.

Independent Directors have submitted declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, read with the relevant rules, and Regulation 16(1)(b) of the SEBI Listing Regulations. They have also confirmed continued compliance with the Code of Conduct for Independent Directors set out in Schedule IV to the Act. Further, in accordance with Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have affirmed that they are not aware of any circumstance or situation existing or anticipated, that could affect their ability to exercise independent judgment or discharge their duties objectively and without external influence. The Directors have also confirmed that they are not debarred from holding the office of director by any order of SEBI or any other authority.

In the opinion of the Board, there has been no change in the circumstances that could affect the independence of the Independent Directors. The Board is satisfied with the integrity, expertise and experience of all the Independent Directors, including their proficiency as required under Section 150(1) of the act and the applicable rules. Further, in accordance with Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors have included their names in the Independent Directors data bank and have complied with the requirement of passing the proficiency test, as applicable.

4. Pecuniary relationship or transactions with the Company

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission as applicable and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee(s) of the Company, if any.

KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Ninad Vora, Chief Financial Officer (CFO) of the Company, tendered his resignation from the position of Chief Financial Officer and was relieved from his duties effect from 6th March, 2026.

Subsequently, based on the recommendation of the Nomination and Remuneration Committee and upon consideration by the Board of Directors, Mr. Ninad Vora was re-appointed as the Chief Financial Officer (CFO) of the Company with effect from 21st May, 2026.

Accordingly, as on the date of this report, the Key Managerial Personnel of the Company pursuant to the provision of Section 2(51) and 203 of the Companies Act, 2013 comprise:

a) Mr. Bijal Sanghvi, Managing Director b) Mrs. Purvi Sanghvi, Chief Executive Officer c) Mr. Ninad Vora, Chief Financial Officer d) Mr. Dipesh A. Panchal, Company Secretary & Compliance Officer

BOARD EFFECTIVENESS

1. BOARD FAMILIARIZATION AND TRAINING PROGRAMME

Company has a structured Programme for the new Board members so as to enable them to understand the nature of the industry in which the Company operates, its management and its operations. They are also familiarized with Companys organizational and governance structure, governance philosophy/ principles, code of conduct & key policies, Boards way of working & procedures, formal information sharing protocol between the Board and the management, Directors roles & responsibilities and disclosure obligations.

The details of the familiarization Programme and process followed are provided in the Corporate Governance Report forming part of this Annual Report.

2. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the annual performance evaluation of the Board of Directors, its Committees, and Individual Directors was carried out.

The evaluation was conducted based on various parameters, including the Boards composition and structure, effectiveness of processes and decision-making, quality of information flow, relevant expertise and skills, strategic guidance, governance oversight, participation and engagement, relationship with management, and overall Board and Committee dynamics.

The outcome of the evaluation was reviewed by the Independent Directors, the Nomination and Remuneration Committee, and the Board.

The evaluation reflected a high level of commitment and engagement by the Board, its Committees, and senior management, and identified opportunities for further strengthening the effectiveness of the Board and its Committees.

3. FEEDBACK MECHANISM

The structured evaluation process carried out by the Company showed the strong and diverse experience of the Board members which further helps in conducting the meetings in more engaging and constructive manner. The overall outcome of the evaluation indicated that the Board and Committees of the Company are functioning according to their responsibilities and was satisfied with overall performance & effectiveness of the Board, Committee and Individual Directors.

The Members also provided inputs and areas of discussions on enhancement of overall effectiveness of the Board and Committees.

COMMITTEE OF THE BOARD

As required under the Act and the SEBI Listing Regulations, the Company has constituted various Statutory Committees. As on 31st March, 2026, the Board has constituted the following statutory committees:

Audit Committee

Nomination and Remuneration Committee - Corporate Social Responsibility Committee - Stakeholders Relationship Committee - Management Committee

Details of all the committees such as terms of reference, composition, and the meetings held during the year under review are disclosed in the corporate governance report, forming part of this Annual Report.

NUMBER OF MEETING OF THE BOARD

The Board met 6 (Six) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

CORPORATE GOVERNANCE

Company is committed to maintain highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by Regulation 34 of SEBI Listing Regulations, forms part of this Annual Report along with required certificate from Statutory Auditors, regarding compliance of the conditions of corporate governance, as stipulated is annexed to this Report as "Annexure- E".

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your company has formulated and implemented a Code of Conduct for all Board Members and Senior Management personnel of the Company ("Code of Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available on the website of the company and the link for the same is given in "Annexure-A" of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI Listing Regulations, a Separate Section on Management Discussion and Analysis Report outlining the business of your Company is annexed to this Report as "Annexure-G".

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION, INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, ETC.

The Companys Policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act (salient features) has been briefly disclosed hereunder and in the Report on Corporate Governance, which is a part of this Report.

1. Selection and procedure for nomination and appointment of Directors

The NRC is responsible for developing competency requirement for the Board based on the industry and strategy of the Company. The Board composite analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and Compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or re-appointment is required. The NRC reviews and vets the profiles of potential candidates vis-a-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendation of their nomination to the Board.

2. Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

Qualification- The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

Positive Attributes- Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Director are also expected to abide by the respective Code of Conduct as applicable to them.

Independence- A Director will be considered independent if he/ she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

It is affirmed that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company.

The Nomination and Remuneration Policy is available on the Companys website and the link for the same is given in "Annexure-A" of this report..

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Policy ("CSR Policy") of the Company indicating the activities to be undertaken by the Company may be accessed by the Companys website and the link for the same is given in "Annexure-A" of this report..

The Company has identified the following focus area towards the CSR activities, which inter alia include

Education

Health, Hygiene & Sanitation

Gender equality

Animal Welfare

In compliance with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee comprising following members:

i. Purvi Sanghvi ii. Anand Shah iii. Nirali Shah

The Net Profit of the Immediate Preceding financial year stood at 35 Crores. However, the average net profit of the past three financial years, computed in accordance with Section 135 of the Companies act, 2013, resulted in a negative figure. Accordingly, the provisions relating to Mandatory Corporate Social Responsibility (CSR) expenditure under the said section are not applicable to the Company for the financial year 2025-26.

During the year, one meeting of the CSR Committee was held . The Annual Report on CSR activities is annexed as "Annexure - F" to this Report.

RISK MANAGEMENT POLICY

The Company does not fall under the criteria prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the formulation of a Risk Management Policy or constitution of a Risk Management Committee. However, the Company recognizes the importance of risk management in ensuring sustainable business operations. Accordingly, the Audit Committee oversees the risk management function and periodically reviews key risks and mitigation measures to ensure that risks are identified, assessed, and managed effectively.

VIGIL MECHANISM

The Company has formulated a Vigil Mechanism/ Whistle Blower Policy pursuant to Regulation 22 of the Listing Regulations and Section 177(9) of the Companies Act, 2013 enabling stakeholder to report any concern of unethical behavior, suspected fraud or violation. The policy enables stakeholders, including individual employees, directors and their representative bodies, to freely communicate their concerns about illegal or unethical practices, instances of unethical behavior, actual or suspected fraud or violation of Companys code of conduct. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The protected disclosures, if any reported under this Policy will be appropriately and expeditiously investigated by the Chairman.

The Company hereby affirms that no Director, employee or any other personnel has been denied access to the Chairman of the Audit Committee and that no complaint was received during the year.

The Whistle Blower Policy has been appropriately communicated within your Company and has been disclosed on Companys website and the link for the same is given in "Annexure-A" of this report.

UNCLAIMED SHARES

Pursuant to the Order of the National Company Law Tribunal (NCLT) approving the Scheme of Merger and the consequential extinguishment and reduction of share capital, the Board of Directors at its meeting held on 19th September, 2024 approved and effected the allotment of equity shares to the eligible shareholders of the Company pursuant to reduction of share capital and to the shareholders of Axis Solutions Private Limited (Transferor Company) in accordance with the approved Scheme of Merger. Further, with respect to shareholders whose share entitlement could not be credited and/or whose shares were held in physical form, the corresponding equity shares were transferred to and are being held in the "Axis Solutions Limited Unclaimed Suspense Account".

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant orders passed by the Regulators or courts or tribunals impacting the going concern status and Companys operations in future except the Honble NCLT order and NCLAT order as mentioned in this report above.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE AND ONE-TIME SETTLEMENT

a) There are no proceeding initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

b) During the year under review, the Company has not made any one-time settlement.

Other than the matters disclosed in this Report, there are no other events or transactions during the year that require disclosures to be made in terms of the provisions of Act.

AUDITORS

1. Statutory Auditor

M/s. Chandabhoy & Jassoobhoy, Chartered Accountants, (Firm Registration No. 101458W) will complete their first term of five consecutive year as the Statutory Auditor of the Company at the conclusion of the 41st AGM.

Pursuant to the recommendation of the Audit Committee and approval of the Board of Directors, the re-appointment of M/s. Chandabhoy & Jassoobhoy, Chartered Accountants (Firm Registration No. 101458W), as the Statutory Auditors of the Company for a second term is proposed for the consideration and approval of the Members at the ensuing 41st Annual General Meeting.

The report of the Statutory Auditors along with notes to Schedules is a part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

2. Cost Auditors

Pursuant to the provisions of Section 148(3) of the Act, M/s Maulik Shah & Co. (Firm Registration No.001118), Cost Accountants were appointed as the Cost Auditor of the Company to conduct an audit of the cost record maintained by the Company for the Financial Year ended 31st March, 2025.

Subsequently, a casual vacancy arose in the office of the Cost Auditor owing to the resignation of M/s Maulik Shah & Co. Due to the resultant vacancy the Board of Directors, on the recommendation of the Audit Committee, appointed M/s G G & Associates. (Firm Registration No.005228), Cost Accountants, to fill the casual vacancy and conduct the pending cost audit for the Financial Year ended 31st March, 2025, in accordance with the provisions of the Companies act, 2013 and rules made thereunder.

Based on the recommendation of Audit Committee, the Board has appointed M/s G G & Associates. (Firm Registration No.005228), Cost Accountants, as the Cost Auditors of the Company to conduct an audit of the cost records for the Financial year ended 31st March, 2027 at a remuneration of Rs. 90,000, excluding applicable taxes and out of pocket expenses. As required under Section 148(3) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Shareholders. The Board of Directors recommends the same for ratification by shareholders at the ensuing AGM.

3. Secretarial Auditors

In terms of Section 204 of the Act and Regulation 24A of the SEBI Listing Regulation, M/s Utkarsh Shah & Co., Practicing Company Secretaries (Firm Registration No.S2022GJ889900) were appointed as Secretarial Auditors of the Company, for a first term of 1 (one) year for financial year 2025-26 to carry out the Secretarial Audit. The report of the Secretarial Auditors for FY 2025-26 is enclosed "Annexure H" forming part of this report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

Further, in terms of Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, the Board of Directors has , on the recommendation of the Audit Committee, approved the re-appointment of M/s Utkarsh Shah & Co. as the Secretarial Auditors of the Company, for a second term of 5 (five) consecutive years i.e from financial year 2026-27 to financial year 2030-31, subject to the approval of the Members of the Company at the ensuing AGM. Accordingly, a resolution seeking Members approval for appointment of Secretarial Auditors of the Company form part of the Notice of the 41st AGM forming part of this Annual Report.

REPORTING OF FRAUD

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act.

INTERNAL FINANCIAL CONTROL

The Company has put in place policies and procedures including the design, implementation and monitoring of internal controls over its operations to ensure orderly and efficient conduct of its businesses, including adherence to Companys policies and procedures, safeguarding of assets, prevention and detection of fraud, accuracy and completeness of accounting records.

In the opinion of the Board, the existing internal control framework is adequate and commensurate with the size and nature of the Companys business. Furthermore, the Statutory Auditors independently tested the adequacy of internal financial controls over financial reporting as mandated under the provisions of the Act. During the FY 2025-26, there were no instances of fraud reported by the auditors to the Audit Committee or the Board of Directors.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 ("Act") and Regulation 34 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Consolidated Financial Statements form part of this Annual Report and shall also be laid before the members in the ensuing Annual General Meeting of the Company. The Consolidated Financial Statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Act read with Companies (Accounts) Rules, 2014.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

Pursuant to the acquisition of the Company through the National Company Law Tribunal (NCLT) process, Ideal Systems Limited, which was previously a subsidiary, has not been taken over. The business operations of the said entity remain suspended, and based on the information available, the entire carrying value of the investment was written off during the financial year 2022 2023.

As a result, Ideal Systems Limited is no longer considered a subsidiary of the Company and has neither been included in the consolidated financial statements nor considered for the purposes of this Report.

During FY 2025-26, the Company incorporated following wholly owned subsidiaries companies

I. Axtevate Go Private Limited

The Company was incorporated on 9th April, 2025 with the object of engaging in the business of:

Manufacturing EV charging equipment

Providing EV charging solutions

Development of related products and technologies

Research and development in charging technology

Solar-based power generation to support the EV ecosystem

II. Brix Engineering Limited- England

The Company was incorporated on 10th August, 2025 with the objective of:

Serving the European market

Manufacturing engineering products used for process automation

Producing industrial engineering products

Subsequent to the closure of the financial year and up to the date of this report, the Company has incorporated following wholly owned subsidiary company

I. AxisSol Arabia Company- Saudi

The Company was incorporated on 3rd June, 2026 with the objective of:

Oil & Gas field machinery and equipment.

installation of industrial machinery in industrial plants and installation of industrial process control equipment

as on 31st March, 2026, the Company has five subsidiaries. The Company does not have any joint venture/associates company within the meaning of Section 2(6) of the Act.

During the year under review, the details of performance of the subsidiary companies are as follows:

A. Axiot Informatics Private Limited ("AIPL")

Axiot Informatics Private Limited is a subsidiary of the Company, engaged in the business of software development, IT consulting, digital solutions, cloud-based platforms, and web and mobile application development. The Company also provides technology, integration, and advisory services utilizing leading enterprise and cloud technologies.

AIPL reported total revenue of Rs. 104.75 lakh and Profit after tax of Rs. 16.58 Lakh as against total revenue of Rs. 0 lakh and Loss of Rs. 93.97 Lakh in the previous Financial Year.

B. Axis Analytics India Private Limited ("AAIPL")

Axis Analytics India Private Limited is a Wholly Owned Subsidiary of the Company, engaged in the business of engineering, manufacturing, installation, maintenance, and trading of electrical, instrumentation, mechanical fabrication, and EV charging infrastructure solutions. The company is also engaged in the business of hydrogen energy technologies, including hydrogen generation, storage, transportation, fuel cell systems, and related renewable energy products and services.

AAIPL is newly incorporated company and in its first financial statement reported total revenue of Rs. 395.31 Lakh and profit after tax of Rs. 21.36 lakh.

C. Axis New Energy Private Limited ("ANEPL")

Axis New Energy Private Limited is a Wholly Owned Subsidiary of company, incorporated as Axtevate Go Private Limited with object of carry on business of electric vehicle charging infrastructure, including the manufacture, installation, operation, and maintenance of EV charging stations, batteries, and allied products, supported by renewable energy solutions, along with research and development, software platforms, and digital services for the EV ecosystem.

The Name of Company was changed from Axtevate Go Private Limited to Axis New Energy Private Limited 13th January, 2026.

ANEPL is newly incorporated company and in its first financial statement reported total revenue of Rs. 0 lakh and Loss of Rs. 0.95 Lakh.

D. Brix Engineering GmbH- Germany (Brix GmbH)

Brix Engineering GmbH is a Wholly Owned Subsidiary of company, engaged in the business of providing advanced analytical and automation solutions through innovative, high-performance products and technologies.

Brix GmbH reported total revenue of Rs. 0 lakh and Loss of Rs. 1.34 Lakh as against total revenue of Rs. 0 lakh and Loss of Rs. 8.36 Lakh in the previous Financial Year.

E. Brix Engineering Limited-England (Brix England)

Brix Engineering Limited is a Wholly Owned Subsidiary of company, engaged in the business of engineering and manufacturing of process automation and industrial products.

The Company has not yet commenced its commercial operations; accordingly, financial data relating to operational performance is not available for the year under review.

There were no associate or joint ventures of the Company during the FY 2025-26.

A Statement containing salient feature of the Financial Statements in Form AOC-1, as required under Section 129(3) of the Act forms part of this Annual Report and is enclosed as "Annexure-C".

Pursuant to the provisions of Section 136 of the Act, the Standalone and Consolidated Financial Statement of the Company and separate Audited Financial Statements in respect of subsidiaries, are available on the website of the Company at www.axisindia.in.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into during the year under review were at arms length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and Companys Policy on Related Party Transactions.

The Audit Committee comprises of Non-Executive and Independent Directors of the Company. The Members of the Audit Committee abstained from discussing and voting in the transaction(s) in which they were interested.

During the FY 2025-26, the Audit Committee on a quarterly basis, reviewed the related party transactions vis-a-vis the omnibus approval(s) accorded by it. In compliance with Regulation 23 of SEBI LODR, the related party transactions on consolidated basis are filed with the Stock Exchange on half yearly basis.

During the year, Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable.

Company did not enter into any related party transactions during the year under review, which could be prejudiced in the interest of minority shareholders. The policy on Related Party Transactions is available on the website of the company and the link for the same is given in "Annexure-A" of this report.

During the financial year 2026, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses, as applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Company is in compliance with the provisions of Section 186 of the Companies Act, 2013, to the extent applicable to the Company. The particular of loans given, investments made, guarantees given and securities provided as per provisions of section 186 of the Act are provided in the

Financial Statement of the Company accompanying to this report.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for financial year 2026 is uploaded on the website of the Company at www.axisindia.in.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure B".

DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposit from public falling under the ambit of Section 73 and 76 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no principal or interest was outstanding as on 31st March, 2026.

DIRECTORSS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board, to the best of their knowledge and based on the information and explanations received from the management of the Company, confirm that:

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

b. The Directors 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 i.e 31st March, 2026 and of the profit of the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. The Directors have prepared the annual accounts on a going concern basis; e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and;

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

REMUNERATION OF DIRECTORS AND EMPLOYEE OF THE COMPANY

Disclosure relating to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Report As "Annexure-D".

Details of employee remuneration as required under the provisions of Section 197 of the Companies Act, 2013 and Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are available to any Shareholder for inspection on request. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary, where upon a copy would be sent through email only.

BOARD POLICIES

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in "Annexure-A" to this Report.

SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The provisions relating to the submission of the Business Responsibility and Sustainability Report (BRSR) are not applicable to the Company for the financial year 2026, as the Company does not fall under the criteria prescribed under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

STATEMENT OF DEVIATION OR VARIATION

Pursuant to Regulation 32 of the SEBI (LODR) Regulations 2015, listed entity shall submit to the stock exchange a Statement of Deviation(s) or Variation(s) on a quarterly basis for public issue, rights issue, preferential issue etc.

The proceeds of funds raised under the Preferential issue to the Strategic Investors as a part of Implementation of Resolution Plan have been utilized as per objects of the issue. The disclosure in compliance with Regulation 32(7A) of the Listing Regulations as on 31st March, 2026 is as under:

Sr. No.	Particulars	Amount raised pursuant to Resolution Plan (in crore)	Amount Utilization (in crore)	Amount Unutilized (in crore)
1	Business Expansion and for the revival of the Company	21,00,00,000	21,00,00,000	0

DEPOSITORY SYSTEM

As the members are aware, Companys shares are compulsorily tradable in electronic form. As on 31st March, 2026, 100% of the Companys total paid up Capital representing 4,72,60,280 shares are in dematerialized form.

Pursuant to the amendment in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requests for effecting transfer of securities in physical form shall not be processed by the Company, in case of requests for transmission, transposition, issue of duplicate share certificate claim from unclaimed suspense account, renewal/exchange of securities certificate, endorsement, sub-division/splitting of securities certificate, issuances of securities under consolidation of securities certificates/ folios, will be processed only in Demat form except for the transfer of securities which were purchased/sold prior to 1st April 2019, whether rejected/returned due to deficiency in the documents or not, such transfer can be re-lodged with requisite documents during the special window provided by SEBI vide their circular no. HO/38/13/11(2)2026-MIRSD-POD/I/3750/2026 dated 30th January, 2026, from 5th February, 2026 till 4th February, 2027.

In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical form are advised to avail the facility of dematerialization from either of the Depositories.

INVESTORS EDUCATION AND PROTECTION FUND

As required under the provisions of Section 125 and other applicable provisions of the Act, dividends that remain unpaid/ unclaimed for a period of 7(seven) consecutive years, are requested to be transferred to the account administered by the Central Government, viz. Investor Education and Protection Fund ("IEPF"). Further, according to the said rules, the Shares on which dividend has not been encased or claimed by the Members for 7 (seven) consecutive years or more shall also be transferred to the Demat account of the IEPF Authority.

During the year under review, there were no unclaimed or unpaid dividends, matured deposits, debentures, or any other amounts required to be transferred to the Investor Education and Protection Fund (IEPF) in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder.

CREDIT RATING

CRISIL Ratings has assigned a credit rating of CRISIL BBB/ Stable to the Companys long-term borrowing facilities and CRISIL A3+ to its short-term borrowing facilities.

DETAILS OF DIFFERENCE 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 THEREO

The Company has not made any one-time settlement with any Bank or Financial Institutions.

INSURANCE

The Company takes a very pragmatic approach towards insurance, Adequate cover has been taken for all movable and immovable assets for various types of risks.

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the Provisions of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 and the Rules thereunder.

Internal Committee has been set up to redress complaints, if any, received regarding sexual harassment. All employees, as defined under the said Act, are covered under this policy. There were no complaints received or pending to be disposed off during the financial year under review. The status of the complaints for the FY 2025-26 is as follows:

- Number of complaints of sexual harassment received in the year:- Nil - Number of complaints disposed off during the year:- Nil - Number of cases pending for more than ninety days:- Nil

Further, there is no complaint pending as on 31st March, 2026.

The Policy on Sexual Harassment at Workplace is placed on the Companys website www.axisindia.in.

EQUAL OPPORTUNITY EMPLOYER

The Company has always provided a congenial atmosphere for work to all employees that is free from discrimination and harassment. It has provided equal opportunities and employment to all irrespective of their caste, religion, color, marital status and sex.

MATERNITY BENEFITS:

The Company complies with the provisions of the Maternity Benefit Act, 1961, and provides maternity benefits to eligible women employees. Adequate facilities and support are provided in line with statutory requirements.

CYBER SECURITY

In view of increased cyber attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threats scenarios. The Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end users machines to network, application and the data.

During the year under review, Company did not face any incidents or breaches or loss of data breach in cyber security.

LISTING FEES

The Listing fees payable for the financial year 2025-26 has been paid to BSE Limited within due date.

CODE FOR PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct ("PIT Code") to regulate, monitor and report trading in Companys shares by Companys designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The PIT Code, inter alia, lays down the procedure to be followed by designated persons while trading/dealing in Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The PIT Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI and the process to familiarize with the sensitivity of UPSI. Further , it also includes practices and procedure for fair disclosure of UPSI. PIT code is available on the Companys website and the link for the same is given in "Annexure-A" of this report.

ENVIRONMENT, HEALTH & SAFETY

The Company remains committed to maintaining a safe, healthy, and environmentally responsible workplace by fostering a strong safety culture and implementing proactive risk management practices. During the year, regular fire-fighting drills were conducted to enhance emergency preparedness and ensure readiness to respond effectively to potential emergencies.

To strengthen workplace safety, selected employees underwent certified First Aid and Fire Safety training through the Gujarat Safety Council, thereby enhancing the Companys internal emergency response capabilities. The Company has also constituted a Safety Committee that actively oversees the implementation of safety practices, reviews workplace hazards, and promotes continuous improvement in occupational health and safety standards.

The Company encourages all employees to proactively identify and report near misses, unsafe acts, and unsafe conditions. Employees are regularly sensitized to the risks associated with their respective roles and are trained on appropriate control measures to mitigate such risks, reinforcing a culture of prevention and accountability.

As part of its commitment to global occupational health and safety standards, the Company is progressing towards obtaining ISO 45001:2018 Occupational Health and Safety Management System certification, with a target to achieve certification by the end of calendar year 2026.

CAUTIONARY STATEMENT:

Statements in this Report, particularly those which relate to Management Discussion and Analysis Report ("MDAR") as explained in a separate Section in this Report, describing the Companys objectives, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGEMENT:

Your Directors would like to express their gratitude to the shareholders for reposing unstinted trust and confidence in the management of the Company and will also like to place on record their sincere appreciation for the continued cooperation, guidance, support and assistance extended by our users, bankers, customers, Government & Non-Government Agencies & various other stakeholders.

Your Directors also place on record their appreciation of the vital contribution made by employees at all levels and their unstinted support, hard work, solidarity, cooperation and stellar performance during the year under review.