Canarys Automations Ltd Directors Report

To,

The Members of,

CANARYS AUTOMATIONS LIMITED

Your directors are pleased to present the 35 th Annual Report of M/s. Canarys Automations Limited (the

Company), together with the audited standalone and consolidated financial statements for the financial year ended 31 st March 2026. The Consolidated performance of the company and its subsidiaries have been referred to wherever required.

1. FINANCIAL HIGHLIGHTS:

The Standalone and Consolidated Financial Statements have been prepared in accordance with the applicable Accounting Standards (AS). The key highlights of the standalone and consolidated financial performance of the Company for the year ended 31 st March 2026, indicating the state of the Companys affairs, are summarised below.

The financial summary of the standalone and consolidated financial statements is as follows:

( in Lakhs)

	Standalone		Consolidated
Particulars	Financial Year ended	Financial Year ended	Financial Year ended	Financial Year Ended
	31.03.2026	31.03.2025	31.03.2026	31.03.2025
Revenue from Operations	10,013.13	8,596.44	19814.60	8,908.27
Other Income	158.15	149.49	159.63	149.58
Total Income	10,171.28	8,745.93	19,974.23	9,057.85
Total Expenditures	8,503.27	7,449.97	17,745.56	7,908.84
Profit/ (loss) before Share based Payment expenses	1,668.01	1,295.96	Nil	Nil
Share based payment expenses	71.51	114.14	Nil	Nil
Profit/ (loss) before exceptional items and tax	1,596.50	1,181.82	2,228.67	1,149.01
Exceptional items	255.95	Nil	255.95	Nil
Impact of Labour Codes
Profit/ (Loss) Before Tax	1,340.55	1,181.82	1,972.72	1,149.01
Tax Expenses
a) Current tax	407.44	318.35	550.21	320.81
b) Deferred tax	(60.86)	(15.35)	(60.86)	(0.76)
Income Tax - Previous year	(3.54)	Nil	Nil	Nil
Profit/(Loss) After tax	997.51	878.82	1,483.37	828.96
Minority interest in (Profit)/losses	Nil	Nil	(251.23)	Nil
Profit/(Loss) for the period (after Minority interest adjustment)	Nil	Nil	1232.14	828.96
Earnings per share
Basic	1.73	1.56	2.11	1.42
Diluted	1.70	1.48	2.11	1.42

COMPANYS PERFORMANCE:

On a standalone basis, the total income of your Company for the financial year 2025-26 increased to 10,171.28 Lakhs from 8,745.93 Lakhs in the previous financial year 2024-25, representing growth of 16.30%. Your Companys profit after tax for the financial year 2025-26 increased to 997.51 Lakhs from 878.82 Lakhs in the previous financial year 2024-25.

On a consolidated basis, the total income of your Company for the financial year 2025-26 increased to 19,974.23 Lakhs from 9,057.85 Lakhs in the previous financial year 2024-25, representing growth of 120.52%. Profit for the year after minority interest was 1,232.14 Lakhs, representing growth of 48.64% over 828.96 Lakhs in the previous financial year 2024-25.

The performance of the Company is discussed in the Management Discussion and Analysis Report, which forms part of the Annual Report.

2. TRANSFER TO RESERVES:

During the financial year 2025-26, the Company has not transferred any amount to the General Reserve. Further, the Company has transferred 32.12 Lakhs to the share-based payment reserve account.

3. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN END OF FINANCIAL YEAR AND AS ON DATE OF REPORT

There are no material changes and commitments affecting the financial position between the end of the financial year 2025-26 and the date of report.

4. CHANGE IN NATURE OF BUSINESS:

During the financial year 2025-26, there was no change in the nature of the Companys business, and the Company continued to operate in accordance with its main objects.

5. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During the year under review, there is no change in the Memorandum and Articles of Association of the Company.

6. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 (Act), read with the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company does not have any deposits in violation of Chapter V of the Act.

7. CHANGE IN NAME OF THE COMPANY

During the financial year 2025-26, there has been no change in the name of the Company.

8. DIVIDEND:

Equity Shareholders

With a view to strengthening the Companys financial position and supporting its long-term growth and strategic objectives, the Board of Directors, after carefully considering the overall financial performance, capital requirements, future business plans, and other relevant factors, has decided not to recommend dividend for the financial year under review. The Board believes that retaining the profits will enable the Company to capitalise on future opportunities and create sustainable long-term value for all equity shareholders.

Preference Shareholders

As per terms of the issue of Cumulative Preference shares (Preference Shares):

- The Board of Directors at their meeting held on 25 th August 2025 have declared an interim dividend for the period of 2 months (i.e. from 01 st February 2025 to 31 st March 2025) aggregating to 2,60,000/- (Rupees Two Lakh Sixty Thousand Only) to the Preference shareholders whose names appeared in the register of preference shareholders on 31 st March 2025 (Record Date).

- The Board of Directors on 10 th March 2026 have declared an interim dividend for the period of 10 months (i.e. from 01 st April 2025 to 31 st January 2026) aggregating to 13,00,000/- (Rupees Thirteen Lakhs Only) to the Preference shareholders whose names appeared in the register of preference shareholders on 31 st January 2026 (Record Date).

Your Company does not have any amounts due or outstanding as of the Balance Sheet date to be credited to the Investor Education and Protection Fund.

9. SHARE CAPITAL:

The Board provides following disclosures pertaining to Companies (Share Capital and Debentures) Rules, 2014, during the financial year 2025-26:

Sr. No. Particulars	Disclosure
1. Issue of Equity shares with differential rights	Nil
2. Issue of Sweat Equity shares	Nil
3. Issue of employee stock option	Nil
4. Provision of money by company for purchase of its own shares by trustees for the benefit of employees	Nil

The authorised share capital of the Company is 17,60,00,000/- (Rupees Seventeen Crores Sixty Lakhs Only) consisting of 6,20,00,000 (Six Crores Twenty Lakhs) equity shares of 2/- (Rupees Two Only) each and 52,00,000 (fifty-two lakhs) Preference shares of 10/- (Rupees Ten only) each.

The paid-up share capital of the Company is 11,74,89,786/- (Rupees Eleven Crores Seventy-Four Lakhs Eighty-Nine Thousand Seven Hundred and Eighty-Six Only) consisting of 5,87,44,893 (Five Crores Eighty-Seven Lakhs Forty-Four Thousand Eight Hundred and Ninety-Three Only) equity shares of 2 each (Rupees Two Only).

During the financial year 2025-26, the following changes were made in the paid-up share capital structure of the Company:

i. Allotment of 15,48,780 Equity Shares pursuant to exercise of Warrants

On 23 rd May 2024 the Company had allotted 25,60,973 (Twenty-Five Lakhs Sixty

Thousand Nine Hundred and Seventy-Three) convertible warrants (Warrants) which will be convertible into, or exchangeable for, 1 (One) fully paid-up equity share of the Company of face value of 2/- (Rupees Two only) each at a price of 41/- (Rupees Forty-One only) per Warrant within a period of 18 (Eighteen) months from the date of allotment of the Warrants i.e. 23 rd May 2024. The Company has also received in-principle approval from the National Stock Exchange of India (NSE) for this matter on 13 th May 2024. In pursuant to this, the

Board in its meeting held on 13 th March

2025 have allotted 10,12,193 equity shares of 2/- each pursuant to exercise of warrants on preferential basis by 05 (Five) warrant holders (which includes both promoters and a non-promoter members).

- The Company had made a listing and trading application with the NSE for 10,12,193 Equity Shares allotted to 05 (Five) allottees, for which the Company has received the listing and trading approval from the NSE, and the said allotted equity shares are listed and admitted on the NSE from 14 th August 2025.

- Further, the Board in its meeting held on 20 th November 2025, have allotted 15,48,780 equity shares pursuant to exercise of warrants by the remaining 03 (Three) warrant holders and the same has been listed with NSE and obtained the trading approval with effect from 16 th March 2026.

- The details of the shareholders who have exercised their warrants into Equity Shares during the financial year 2025-26 as follows:

Name of the Allottees	Category	No of Equity Shares allotted pursuant to Conversion of Warrants
Sheshadri Yedavanahalli Srinivas	Promoter / Individual	12,43,902
Raghu Pavan T S	Non-promoter/ Individual	2,43,902
Dr. Mahesha Bangalore Ramalinga Pandit	Non-promoter/ Individual	60,976
Total No. of Equity Shares Allotted		15,48,780

ii. Redemption of Preference shares:

As per the terms of issue of Preference shares, the Board of Directors in its meeting held on 02 nd February 2026 have redeemed outstanding 30% of the preference shares i.e., 15,60,000 Preference Shares of 10/- each at par amounting to 1,56,00,000/- (Rupees One Crore Fifty-Six Lakhs only) out of the profits of the Company.

10. EMPLOYEE STOCK OPTION SCHEME (ESOS):

To motivate and reward both current and future employees, the Company has adopted Employee

Stock Option Scheme called Canarys Employees Stock Scheme (CANARYS ESOS) pursuant to a resolution passed by the Board of Directors at their meeting held on Meeting 11 th August 2023 and shareholders at the Annual General Meeting held on 14 th August 2023.

The CANARYS ESOS will be administered by the Nomination and Remuneration (NRC) Committee. The objective includes that the Company strongly believes that an equity component in the compensation goes a long way in aligning the objectives of an individual with those of the organisation. The underlying philosophy of CANARYS

ESOS is to enable the employees, present and future, to share the wealth that they help to create for the organisation over a certain period of time.

During the financial year 2025-26, none of the employees were vested/exercised the shares by the company under CANARYS ESOS.

11. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

11.1 Subsidiary Companies

a) Details of Subsidiaries

As on 31 st March 2026, the Company had 3 (Three) subsidiaries as detailed below:

Sr. No Name of the Subsidiary	Date of Creation of Interest	Nature of Interest	Location
1 Canarys Corp	24 th June 2002	100% Wholly Owned Subsidiary	USA
2 Canarys APAC Pte Ltd	14 th November 2019	100% Wholly Owned Subsidiary	Singapore
3 Fortira Inc***	15 th April 2025	51% Subsidiary	USA

NOTE***

- During the financial year 2025-26, the Company has made an investment and acquired 51% of stake along with complete management control of M/s. Fortira Inc. (Target Company), USA based entity.

- M/s. Fortira Inc. is based in New Jersey, USA, has been established for more than 15 years, and is engaged in AI, ML and data-driven technologies. M/s. Fortira Inc. serves large enterprise clients across the BFSI, Healthcare and Pharma sectors, delivering technology solutions tailored to their evolving business needs.

- CANARYS acquired a 51% stake at the time of acquisition, and the balance is proposed to be acquired within three years from the date of acquisition.

- The acquisition has been fully funded through a combination of IPO proceeds, warrants subscribed by the promoter and other subscribers, and internal accruals, demonstrating CANARYS financial discipline and commitment to maintaining a healthy capital structure without incurring additional debt.

- This acquisition marks a significant strategic milestone in CANARYS journey to scale its capabilities in Artificial Intelligence (AI),

Machine Learning (ML) and the data domain. Fortiras strengths in enterprise AI and data solutions, together with its established customer relationships in the U.S., align with

CANARYS digital transformation portfolio.

Fortiras relationships in the BFSI, Healthcare and Pharma sectors are expected to support CANARYS market penetration through its solutions-driven approach. The acquisition supports CANARYS growth strategy and strengthens its expansion plans in the North American market. CANARYS believes that the transaction has the potential to create long-term value for both organisations and their stakeholders.

- Further, the acquisition is aligned with

CANARYS vision of becoming a leading global technology solutions provider and strengthens its commitment to delivering innovative and value-driven digital services to clients worldwide.

- CANARYS has successfully completed all the formalities related to acquisition of

M/s. Fortira Inc., on 15 th April 2025 and the same has been intimated to National Stock Exchange of India Limited (NSE) on 16 th April 2025 https://nsearchives.nseindia. com/corporate/CANARYS_16042025101638_ CanarysupdateonAcquisitiondt16042025.pdf

b) Financial Performance of Subsidiary Companies

Pursuant to Section 129(3) of the Act, a statement containing salient features of the financial performance of each of the subsidiaries in the prescribed Form AOC-1 is set out in ANNEXURE-I to this report. The financial statements of the subsidiaries are available for inspection by the members at the registered office of the Company pursuant to the provisions of Section 136 of the Act and also available on the Companys website.

11.2 Associate or Joint ventures a) Details of Associate or Joint ventures

As on 31 st March 2026, the Company had 01 (One) joint venture entity as detailed below:

Sr. No Name of the Associate or Joint ventures	Date of Creation of Interest	Nature of Interest	Location
1 Canarys-Hanuka Apo Technologies Private Limited	19/07/2021	Joint venture	India

b) Financial Performance of joint venture Company

Pursuant to Section 129(3) of the Act, a statement containing salient features of the financial performance of the joint venture Company in the prescribed Form AOC-1 is set out in ANNEXURE-I to this report. The financial statements of the joint venture company is available for inspection by the members at the registered office of the Company pursuant to the provisions of Section 136 of the Act and also available on the Companys website

12. LISTING ON STOCK EXCHANGE

Equity shares of the Company were listed on the NSE Emerge SME Platform on 11 th October 2023. The NSE symbol of the Company is CANARYS. The Company confirms that the annual listing fee to the stock exchange has been paid for the financial year 2025-26.

13. CREDIT RATING:

During the financial year 2025-26, the Company was not required to obtain credit rating for its securities.

14. INVESTOR EDUCATION AND PROTECTION FUND

During the financial year under review, there is no amount which is required to be transferred to the Investors Education and Protection Fund as per the provisions of Section 125(2) of the Act.

15. DIRECTORS & KEY MANAGERIAL PERSONNELS (KMPs):

a. Composition of Board of Directors

The Board consists of Executive and Non-

Executive Directors, including Independent

Directors who are having wide and varied experience in different disciplines of corporate functioning. As on 31 st March 2026, the Board consisting of the following Directors:

SI. No. Name of the Director	Designation	DIN
1 Mr. Metikurke Ramaswamy	Chairman & Managing Director	00176920
Raman Subbarao
2 Mr. Danavadi Krishnamurthy Arun	Whole time Director	01064990
3 Mr. Raghu Chandrashekhariah	Whole Time Director & Chief Financial Officer (CFO)	01065269
4 Mr. Sheshadri Srinivas Yedavanahalli	Executive Director & Chief Executive Officer (CEO)	03367545
5 Mr. Pushparaj Shetty	Executive Director	03333417
6 Mr. Muralikrishnan Gopalakrishnan	Non-Executive Independent Director	07059037
7 Mrs. Asha Sivashankar	Non-Executive Independent Director	10184245
8 Mr. Ramesh Phatak Bhaskar	Non-Executive Independent Director	07981182

b. Appointment and Cessation of Directors

No Director was appointed or ceased to be a director during the financial year 2025-

26; accordingly, there was no change in the composition of the Board during the year.

c. Reappointment of Directors

The members, at the Annual General Meeting held on 30 th September 2025, re-appointed

Mr. Sheshadri Srinivas Yedavanahalli (DIN: 03367545) as a Director of the Company.

d. Directors liable to retire by rotation and being eligible offer themselves for re-appointment:

Pursuant to the provisions of section 152 of the Act, and in accordance with provisions of Articles of Association of the Company, Mr. Pushparaj Shetty (DIN: 03333417), Executive Director and Mr. Metikurke Ramaswamy Raman Subbarao (DIN: 00176920) Managing Director of the Company, retires by rotation at the ensuing 35 th Annual General Meeting and being eligible, offers themselves for re-appointment. Your directors recommend their re-appointment.

Appropriate resolutions relating to the reappointment of directors are being placed before the shareholders for their approval at the ensuing Annual General Meeting. Brief profiles of the proposed directors and other relevant details, as required under the Companies Act, 2013 and Secretarial Standard-2 on General Meetings (SS-2), are provided in the Notice convening the ensuing AGM of the Company.

In terms of Regulation 36(3) of SEBI (LODR) Regulations, 2015, brief resume in respect of the Director who is retiring by rotation and proposed to be re-appointed, is provided in the Notice convening the 35 th AGM of the Company

e. Key Management Personnel:

As on 31 st March 2026, your Company has following Key Managerial Personnel (KMPs) of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Name	Designation
Mr. Metikurke Ramaswamy Raman Subbarao	Chairman & Managing Director
Mr. Danavadi Krishnamurthy Arun	Whole time Director
Mr. Raghu Chandrashekhariah	Whole Time Director & Chief Financial Officer (CFO)
Mr. Sheshadri Srinivas Yedavanahalli	Chief Executive Officer (CEO)
Ms. Ambikeshwari M A	Company Secretary

16. COMMITTEES OF THE BOARD OF DIRECTORS

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 read with rules framed thereunder, the committees consist of requisite majority of Directors comprising Independent and non-independent directors.

SL. No

Name of the Committee

1 Audit Committee

2 Nomination and Remuneration Committee

3 Stakeholders Relationship Committee

4 Internal Complaints Committee

5 Management Sub-Committee

- During the year, all recommendations made by the Committees were approved by the Board.

- Details of all the Statutory Committees along with their composition and meetings held during financial year 2025-26 are provided in ANNEXURE- II to this report.

17. BOARD FAMILIARISATION AND TRAINING PROGRAMME

The Board is regularly updated on changes in statutory provisions applicable to the Company.

The Board is also updated on the operations, functions and nature of industry in which the Company operates. These updates help the Directors in keeping abreast of key changes and their impact on the Company.

18. DECLARATION BY NON-EXECUTIVE INDEPENDENT DIRECTORS:

The Company has received declaration of independence, as required pursuant to subsection (7) of Section 149 of the Companies Act,

2013 and SEBI (LODR) Regulations from:

Sr. No Name of the Non-Executive Independent Directors	DIN
1 Ms. Asha Sivashankar	10184245
2 Mr. Ramesh Phatak Bhaskar	07981182
3 Mr. Muralikrishnan Gopalakrishnan	07059037

All the Independent Directors of the Company have declared that: a) they have met the criteria of independence as laid down under the Act and the Listing Regulations; b) they have complied with the code of conduct for the board of directors and senior management personnel of the company prescribed under Schedule IV of the Act and code of conduct for the board of directors and senior management personnel of the company; and c) they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs.

The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The company had formulated and implemented code of conduct for the board of directors and senior management personnel of the company which is available on the Companys website at www.ecanarys.com.

Further a declaration signed by the chief executive officer stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management is provided in ANNEXURE-VIII.

19. STATEMENT REGARDING OPINION OF

THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

In the opinion of the Board of Directors of the Company, Independent Directors on the Board of Company hold the highest standards of integrity and are highly qualified, recognised and respected individuals in their respective fields. Its an optimum mix of expertise (including financial expertise), leadership and professionalism.

All the Independent Directors of your Company have been registered and are members of Independent Directors Data bank maintained by the Indian Institute of Corporate Affairs (IICA) and have passed the Online Proficiency Self-Assessment Test conducted by Indian Institute of Corporate Affair (IICA) within the prescribed timelines.

20. NUMBER OF MEETINGS

20.1 Meeting of the Board of Directors

The meetings of the Board of Directors (Board) are held regularly to review, discuss deliberate and decide on various business, strategies, risk management, audit and assurances, governance policies, financial matters and other matters as proposed by the Chairman or Member(s) of the Board from time to time.

During the financial year under review, Four (04)

Board Meetings were held and the gap between two Board Meetings did not exceed 120 days as per Section 173 of the Companies Act, 2013. The details of the meetings of the Board have been provided in the table below:

Sl. No Date of Board Meeting	No. of Directors entitled to attend the meeting	No of Directors Present
1. 29 th May 2025	8	8
2. 25 th August 2025	8	8
3. 14 th November 2025	8	8
4. 10 th March 2026	8	8

The requisite quorum was present at all the said meetings, and the proceedings were duly recorded in the minutes book maintained for this purpose. Further, all decisions of the Board were passed unanimously and, therefore, no dissenting views were recorded in the minutes. The attendance of the Directors for the Board meetings as follows:

Sl. No Name of the Director	Number of board meetings entitled to attend	Number of board meetings attended
1. Mr. Metikurke Ramaswamy Raman Subbarao	4	4
2. Mr. Arun Danavadi Krishnamurthy	4	4
3. Mr. Raghu Chandrashekhariah	4	4
4. Mr. Sheshadri Srinivas Yedavanahalli	4	4
5. Mr. Pushparaj Shetty	4	4
6. Mrs. Asha Sivashankar	4	4
7. Mr. Ramesh Phatak Bhaskar	4	4
8. Mr. Muralikrishnan Gopalakrishnan	4	4

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors and General Meetings.

20.2 Separate Meeting of Independent Directors

During the financial year under review, the Independent Directors met once i.e. 13 th March 2026 and discussed; a) Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole; b) Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors; and c) Evaluation of the quality, quantity and timelines of flow of information between the Management and the Board of Directors, that is necessary for the Board of Directors to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction on the overall performance of the Directors and the Board of Directors (Board) as a whole. The Independent Directors had expressed satisfaction on the matters related to Companys performance, operations and other critical matters on the good performance of the Company and distinct improvement in quality and timeliness of flow of information.

20.3Meetings of the Members of the Company a) Annual General Meeting (AGM)

During the financial year 2025-26, the 34 th Annual General Meeting of the Company was held on Tuesday, 30 th September 2025 at 04:00 PM (IST) through video conference (VC)/Other Audio Visual Means (OAVM) to discuss the business as stated in the AGM Notice dated 25 th August 2025.

b) Extraordinary General Meeting (EGM)

During the financial year 2025-26, none of the resolutions were passed through Extraordinary General Meeting.

c) Postal Ballot

During the financial year 2025-26, none of the resolutions were passed through Postal Ballot.

21. NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee have formulated the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The said policy is available on the website of the company at www.ecanarys.com

22. EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with Rules framed there under and in compliance with the requirements of SEBI (LODR) Regulations, 2015, the Board has carried out the annual evaluation of the performance of the Board as a whole, Individual Directors including Independent Directors, Non-Independent Directors, Chairperson and the Board Committees. A structured questionnaire was prepared after taking into consideration the inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Meetings of the board, functioning of the board, effectiveness of board processes, Board culture, execution and performance of specific duties, obligations and governance.

The exercise was also carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Key Managerial Personnel. The Directors expressed their satisfaction with the evaluation process.

23. REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY

The disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in and annexed as ANNEXURE-III and forms an integral part of this Report.

Further, there were no employees whose remuneration was in excess of the limits in pursuance of section 197(12) of the Companies Act, 2013 read with Rule 5(2) of The Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

24. DIRECTORS RESPONSIBILITY STATEMENT (DRS)

To the best of their knowledge, belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134(3) (c) & 134 (5) of the Companies Act, 2013:

a) In the preparation of the annual accounts for the financial year ended 31 st March 2026, the applicable accounting standards had been followed and there were no material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31 st March 2026 and of the profit of the Company for the year ended as on that date;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of 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 had laid down internal financial controls to be followed by the Company, and such internal financial controls are adequate and are operating effectively; and

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

25. INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee also periodically reviews the adequacy and effectiveness of internal control systems and provides guidance for further strengthening them.

During the financial year under review, no material observation has been made by the Statutory Auditors of the Company in relation to the efficiency and effectiveness of such controls.

26. PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013 (ACT)

The details of the loans given, investments made or guarantees given covered under the provisions of Section 186 of the Act, are provided in the Note No. 12 and 13 of the Standalone Financial Statements.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the FY 2025-26, Company has entered transactions with related parties as per provision of Section 188 of the Act read with Accounting Standards (AS- 18), in the ordinary course of business at Arms Length Basis. The details of the related party transactions as required under AS - 18 are set out in Notes to the financial statements.

Further, the transactions were in accordance with the provisions of the Act, read with rules framed thereunder and the SEBI (LODR) Regulations, 2015.

All transactions with related parties were entered with approval of the Audit Committee and the Board of Directors.

The Company has formulated the policy on related party transactions, the same is available on Companys website at www.ecanarys.com. The disclosure in Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in ANNEXURE-IV to this Report.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of the Companies Act, 2013, and the Rules made there under, the Company is not required to constitute the Corporate Social Responsibility (CSR) Committee.

The Company has formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at www. ecanarys.com.

During the financial year 2025-26, the Company was required to spend an amount of 24,08,930/- in compliance with the provisions of section 135 of the Act. In this regard the Company had spent an amount of 24,10,000/- on CSR activities.

The annual report on CSR activities of the Company for the Financial Year 2025-26 as required to be given under section 135 of the Act read with Rule 8 of the Companies (Corporate

Social Responsibility Policy) Rules, 2014 has been provided in ANNEXURE-V to this Report.

29. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under section 134(3)(m) of the

Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the particulars relating to conservation of energy, Technology Absorption and foreign exchange earnings and outgo is appended as an ANNEXURE-VI to this Boards Report.

30. RISK MANAGEMENT POLICY

The Company has a robust Risk Management policy. The Company through Board and Audit Committee oversee the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. Risk Management forms an integral part of the Companys planning process.

The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on continuing basis.

There are no risks, which in the opinion of the Board threaten the existence of the Company.

31. VIGIL MECHANISM

Your Company has established a Vigil Mechanism/ Whistle Blower Policy which is in compliance with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 4(2)(d)(iv) read with Regulation 22 of the SEBI (LODR) Regulations, 2015. 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 behaviour, actual or suspected fraud or violation of the companys code of conduct. The Policy provides adequate safeguards against victimisation 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.

Your Company hereby affirms that none of the 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 financial year.

The Whistle Blower Policy has been disclosed on the Companys website under the weblink www. ecanarys.com.

32. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

During the financial year 2025-26, there is no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

33. AUDITORS AND THEIR REPORT

a) Statutory Auditors:

Based on the recommendation of the Audit Committee, M/s. Suresh & Co. (FRN: 004255S), Chartered Accountants, were appointed as the Statutory Auditors of the Company for a period of five years at the 32 nd Annual General Meeting held on 14 th August 2023, to hold office until the conclusion of the 37 th Annual General Meeting.

The Auditors Report for the financial year 2025-26 does not contain any qualifications, reservations, adverse remarks or disclaimers. Further, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act.

b) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and on the recommendation of Audit Committee, the Board in its meeting held on 29 th May 2025 have appointed M/s. Sachin Hareesh and Associates, Chartered Accountants, Bengaluru (FRN: 017017S), as an internal auditor of the Company to conduct internal audit for the Financial Year 2025-26.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board in its meeting held on 25 th August 2025 and members at the 34 th Annual General Meeting held on 30 th September 2025 have appointed M/s. Ganapathi & Mohan, Company Secretaries, Bengaluru (ICSI Peer Review No. 1571/2021), as Secretarial Auditors of the Company, to carry out the Secretarial Audit of the Company, for a term of five consecutive financial years from 2025-2026 to FY 2029-2030.

The Secretarial Audit Report for the Financial Year 2025-26 in Form MR-3 is attached to this report as ANNEXURE- VII.

The Secretarial Auditors Report does not contain any qualification, reservation or adverse remark.

Further There is no incident of fraud requiring reporting by the Secretarial Auditors under Section 143(12) of the Act.

d) Tax Auditors

During the financial year 2025-26 the following changes occurred:

- On the recommendation of Audit Committee, the Board, in its meeting held on 29 th May 2025 have appointed M/s. Raju Prasad and Puneeth, Chartered Accountants, Bengaluru, as new Tax Auditors of the Company to conduct tax auditing with effect from the Assessment Year 2025-2026 onwards.

e) Cost Auditors

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable to the Company.

34. STATEMENT OF DEVIATIONS / VARIATIONS

In compliance with Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Statement of Deviation or Variation is provided to this report in ANNEXURE-X.

35. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

During the financial year under review, your

Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

36. IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the company has not failed to implement any corporate actions within the specified time limit.

37. ANNUAL RETURN:

The Annual Return of the Company as on 31 st March 2026 in form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 is available on Companys website and accessible through www.ecanarys.com

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MD&A)

Pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, a detailed review of the developments in the industry, performance of the Company, opportunities and risks, segment wise and product wise performance, internal control systems, outlook etc., of the Company is given under the head Management Discussion and Analysis Report (MD&A), which forms part of this Annual Report, the same is provided in

ANNEXURE IX.

39. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The disclosures with respect to the demat suspense account / unclaimed suspense account are not applicable to the Company for the Financial Year 2025-26.

40. DISCLOSURE UNDER REGULATION 30, READ WITH REGULATION 30A, AND CLAUSE 5A, PARAGRAPH A, PART A, OF SCHEDULE III, OF SEBI LODR REGULATIONS

During the Financial Year 2025-26, the Company entered into a loan agreement with M/s. Canarys Corp, USA, Wholly Owned Foreign Subsidiary Company, providing inter-corporate loan amounting to 10,00,00,000/- (Rupees Ten Crore Only), the same was approved by the Board of directors in their Board Meeting held on 14 th November 2025.

Brief details of the aforesaid loan agreement were disclosed to stock exchange at h t t p s : / / n s e a r c h i v e s . n s e i n d i a . c o m / c o r p o r a t e / C A N A R Y S _ 1 4 1 1 2 0 2 5 1 8 0 5 1 0 _ BoardMeetingOutcomedt14112025.pdf

41. CORPORATE GOVERNANCE REPORT

Since the Company is listed on the NSE Emerge Platform, it is exempt from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in terms of Regulation 15(2) thereof. Accordingly, the Company is not required to furnish a separate Corporate Governance Report. Nevertheless, the Company is committed to maintaining high standards of corporate governance, and wherever applicable, relevant corporate governance disclosures have been incorporated under the respective sections of this Directors Report.

42. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS OF THE END OF THE FINANCIAL YEAR

During the year under review, no application was made and no proceeding was initiated or remained pending by any financial and/ or operational creditor against your Company under the Insolvency and Bankruptcy Code, 2016. As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

43. THE 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 THEREOF:

Your Company has not obtained any one- time settlement of loan from the Banks or Financial Institutions.

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

The Company has in place a policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The Company has constituted Internal Complaints Committee under the POSH Act. This policy covers all employees of the Company whether permanentor temporary, probationary or part-time or working as a consultant or on a voluntary basis or engaged through a contractor or agent.

The Policy on Prevention of Sexual Harassment at Workplace is available at the website of the Company and accessible through www. ecanarys.com

To build awareness in this area, the Company has been conducting induction/refresher programmes in the organisation on a continuous basis. During the financial year under review, the Company organised training sessions on the topics of POSH for the Employees and Internal Committee Members.

During the financial year 2025-26, no complaints were received by the Company related to sexual harassment.

Particulars	Number of Complaints
Number of complaints of sexual harassment received in the year	Nil
Disposal by conciliation	Nil
Disposed due to other reasons (Lack of sufficient material/ document/ evidence)	Nil
Disposal by disciplinary actions	Nil
Number of cases pending for more than ninety days	Nil

45. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR AND GENDERWISE BIFURCATION THEREOF

The details relating to the number of employees as on the closure of financial year and gender wise bifurcation thereof is as follows:

Gender	No. of Employees
Female	96
Male	214
Transgender	-
Total Employees	310

46. COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees, if any, have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

47. DEMATERIALISATION OF SHARES

The shares of the Company are available for transfer in the dematerialised form under both the Depository Systems in India i.e. National Securities Depository Limited and Central Depository Services (India) Limited. The International Securities Identification Number (ISIN) allotted to the Companys shares under the Depository System is INE0QG301017.

48. DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE:

In compliance with various MCA Circulars and SEBI

Circulars, notice of the 35 th Annual General Meeting along with the Annual Report 2025-26 is being sent only through electronic mode to those members whose email addresses are registered with the Company/RTA/Depositories. Members may note that the notice and annual report 2025-26 will also be available on the Companys website at www. ecanarys.com, on the website of the Stock Exchange at www.nseindia.com and on the website of the MUFG Intime India Private Limited (Formerly Link Intime India Private Limited) Companys Registrar and Transfer Agent at www.in.mpms.mufg.com.

49. GENERAL DISCLOSURES:

The Directors state that no disclosures or reporting are required in respect of the following matters, as no transactions or events pertaining to such matters occurred during the financial year under review:

- Issue of equity shares with differential rights as to dividend, voting or otherwise

- Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any scheme

- Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

- Revision of financial statements and Directors Report of the Company

- None of the Directors of the Company has been debarred or disqualified from being appointed or continuing as a Director by SEBI/ Ministry of Corporate Affairs/ Statutory Authorities.

- Neither the Managing Director nor the Whole-time Directors of the Company, receives any commission from any of its subsidiaries.

50.CAUTIONARY STATEMENT

Statements in the Annual Report, including those which relate to Management Discussion and Analysis (presented as a part of Annual Report), describing the Companys objectives, estimates and expectations, may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

51. ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the support and cooperation extended by all stakeholders, including clients, investors, bankers, government and regulatory authorities, and business associates, during the year.

For and on behalf of the Board of Directors
CANARYS AUTOMATIONS LIMITED

Sheshadri Y S
Executive Director & CEO
DIN: 03367545

Raghu Chandrashekhariah
Whole time Director & CFO
DIN: 01065269

Raman Subbarao M R
Managing Director
DIN: 00176920

Date: 26 th August 2026
Place: Bengaluru