Colab Platforms Ltd Directors Report

To,

The members of Colab Platforms Limited

The Directors take pleasure in presenting the 37^th Annual Report of the Company, together with the Audited Financial Statements, for the financial year ended 31^st March 2026.

1. Financial Performance (as per IND AS):

(Amt in Rs. Except for EPS)

Particulars	Standalone		Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from operations	1,58,27,90,400.00	69,02,94,311.59	1,58,28,10,400.00	69,02,94,311.59
Other Income	4,96,52,700.00	1,03,36,820.33	4,96,77,200.00	1,03,36,820.33
Total Income	1,63,24,47,700.00	70,06,31,131.92	1,63,24,87,700.00	70,06,31,131.92
(-) Total Expenses	1,56,81,00,600.00	66,57,77586.37	1,56,81,00,600.00	66,57,77586.37
Profit/(Loss) before Exceptional Item and Tax	1,56,70,46,400.00	3,48,53,545.55	1,56,81,00,600.00	3,48,53,545.55
(-) Exceptional Item	0.00	0.00	0.00	0.00
Profit/(Loss) before Tax	6,54,01,300.00	3,48,53,545.55	6,43,87,100.00	3,48,53,545.55
(-) Tax Expenses	1,82,18,900.00	62,23,452.41	1,82,18,900.00	62,23,452.41
Profit/(Loss) after Tax	4,71,82,300.00	2,86,30,093.14	4,61,68,100.00	2,86,30,093.14
EPS	0.23	0.28	0.22	0.28

Opening Balance of Retained earnings

(Amt in Rs.)

Particulars	Standalone		Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Opening balance of retained earnings	3,40,09,628.38	53,79,535.24	3,40,09,628.38	53,79,535.24
Profits for the year	4,71,82,300.00	2,86,30,093.14	4,61,68,100.00	2,86,30,093.14
Other comprehensive Income	-	-	-	-
Other adjustments	-	-	-	-
(-) Transfer to Statutory Reserves	-	-	-	-
Closing balance of retained earnings	8,11,91,928.38	3,40,09,628.38	8,01,77,728.38	3,40,09,628.38

2. Consolidated Financial Statements:

The Company have 07(seven) subsidiaries as on date of this report. Consolidated Financial statements of the company form part of this Annual Report.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the SEBI Listing Regulations 2015. The Policy, as approved by the Board, is uploaded on the Companys website. The Company had no material subsidiaries during the period under review.

3. Operations:

A comparison of the operations of FY 2025-26 with FY 2024-25 is set out below:

(Amt in Rs.)

Particulars	FY 2025-26	FY 2024-25
Standalone:
a) profit before tax	6,54,01,300.00	3,48,53,545.55
b) profit after tax	4,71,82,300.00	2,86,30,093.14
Consolidated:
a) profit before tax	6,43,87,100.00	3,48,53,545.55
b) profit after tax	4,61,68,100.00	2,86,30,093.14

4. Related Party Transactions:

All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions section 188 of the Companies Act, 2013. accordingly, the provisions of Section 188(1) of the Companies Act, 2013 are not attracted and the disclosure in Form AOC-2 in terms of Section 134(3)(h) of the Companies Act, 2013 is not applicable and does not form part of this Report.

There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. The Company has adopted a policy on Related Party Transactions. The Policy is uploaded on the website of the Company.

The details of the transactions with Related Parties as per Ind AS 24 are provided in the financial statements forming part of this Annual Report.

5. Dividend and Dividend Distribution Policy:

Pursuant to the provisions of Regulation 43A of the SEBI Listing Regulations, the Board has voluntarily adopted a Dividend Distribution Policy. The Policy is available on the Companys website.

Details of the dividend paid during FY 2025-26 are set out below:

Particulars	Dividend per share (In Rs.)
	FY 2025-26	FY 2024-25
Interim	0.02/-	-
Special	-	-
Final	-	-

6. Transfer to Reserves:

For the FY 2025-26 the closing balance of the retained earnings, after all appropriation and adjustments was Rs. 8,11,91,928.38/- as compare to Rs. 3,40,09,628.38/- in FY 2024-25.

7. Deposits from public:

The company has not accepted or renewed any public deposit pursuant to provisions of section 73 or 74 of the Companies Act, 2013.

8. Particulars of Loans, Guarantees or Investments:

Pursuant to section 186 of the Companies Act, 2013, details of Investments made by the Company are annexed along with financial statements. The company did not offer any personal loans or guarantees to any individual during the period under review.

9. Authorised and Paid-up Share Capital:

The Authorised Share Capital is Rs. 45,00,00,000/- (Rupees Forty Five Crore) divided into 45.00. 00.000 (Forty Five Crore) equity shares having face value of Re. 01/- (Rupee One only) each. The Paid-up Share Capital is Rs. 20,40,00,000/- (Rupees Twenty Crore Forty Lakh) divided into 20.40.00. 000 (Twenty Crore Forty Lakh) equity shares having face value of Re. 01/- (Rupee One only) each.

There is no change in Authorised or Paid-up Share Capital during the period under review.

10. Subsidiary/Associates/Joint Ventures:

Subsidiary Companies

The Company has 07 (Seven) wholly owned subsidiary companies viz

- Colab Premier League Private Limited

- Colab Telesys Private Limited

- Colab Esports Private Limited

- Colab Sports and Infrastructure Private Limited

- Colab Semiconductor Private Limited

- Colab Intelligence Private Limited

- Colab Global Ventures Private Limited

Details pursuant to section 129(3) of the Companies Act, 2013 are provided as "Annexure 1" forming part of this report.

The Company does not have any associate or Joint Venture.

11. Change in nature of business, if any:

There has been no change in nature of business or its operation during the period under review.

12. Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March 2026 will be uploaded on website of the Company.

13. Directors and Key Managerial Personnel:

In compliance with Section 149 of the Companies Act, 2013 read with Regulation 17 of the SEBI Listing Regulations, the Company have 06 (Six) directors as on date of this report. Details are as mentioned below:

Name	Designation	DIN	Date of Joining
Mr. Mukesh Jadhav	Chairman & Non-executive Director	09539015	10th October 2023
Mr. Puneet Singh Chandhok	Managing Director	01546843	07th May 2024
Mr. Amardeep Singh	Executive Director	02136503	25th June 2024
Mr. Rohit Singh	Non-executive Director	10455367	31st March 2026
Mrs. Hemant Kumar	Independent Director	11599649	14th March 2026
Mr. Sudhakar Mishal	Independent Director	11639555	31st March 2026

Notes:

Mr. Latesh Poojary ceased to be Non-executive Director of the Company w.e.f. 02^nd July 2025.

Mrs. Anupriya Sharma ceased to be Independent Director of the Company w.e.f. 03^rd October 2025. Mrs. Manali Karangutkar ceased to be Independent Director of the Company w.e.f. 14^th March 2026. Mrs. Hemant Kumar appointed as Independent Director of the Company w.e.f. 14^th March 2026. Mr. Sudhakar Mishal appointed as Independent Director of the Company w.e.f. 31^st March 2026. Chage in designation of Mr. Rohit Singh from Independent Director to Non-executive Director w.e.f 31^st March 2026.

In compliance with Section 203 of the Companies Act, 2013 read with Regulation 6 of the SEBI Listing Regulations, details of the Key Managerial Personnel are set out below:

Name	Designation	Date of Joining
Mr. Chetan Shah	Chief Financial Officer	23rd March 2024
Mrs. Ritu Jhamb	Company Secretary & Compliance Officer	12th May 2025

There has been no change in Key Managerial Personnel during the year under review and up to the date of this report.

Declaration from Independent Directors

The Company has received the following declarations from all the Independent Directors, inter alia, confirming that:

a. They meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Rules made thereunder, and the Listing Regulations.

b. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

c. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs.

The Board has taken on record the declarations and confirmations submitted by the Independent Directors, confirming that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence.

A detailed overview of the key skills, expertise and core competencies and evaluation of the Board, including the Independent Directors, is provided within the Corporate Governance Report of this Annual Report.

14. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnels and Senior Management Personnels. The Remuneration Policy can be accessed at Companys website https:/ / www.colabplatforms.com/investor-relations

15. Particulars of Employees and Remuneration:

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure 5" of this report.

16. Employees Stock Option Plan (ESOP):

The Company has in place the Employees Stock Option Plan 2024, under which 813 (Eight Hundred and Thirteen) stock options were granted to eligible employees on 07^th January 2026.

17. Directors Responsibility Statements:

Based on Compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors, financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the FY 2025-26.

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors confirm having:

a) prepared the Annual Accounts on a going concern basis;

b) followed the applicable Accounting Standards in the preparation of the Annual Accounts, and there are no material departures from the same;

c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs and of the profits of the Company for that period;

e) laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively;

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

18. Auditors:

a. Statutory Auditors and Auditors Reports

During the year, M/s. Rawka & Associates, Chartered Accountants (FRN: 021606C/ PRC: 015105) resigned as Statutory Auditor of the Company on 18^th February 2026 due to inability to renew the validity of Peer Review Certificate within statutory timeline. To fill the casual vacancy, the board, in consultation with Audit Committee, appointed M/s. Nagadheep Sathyanarayana and Co., (FRN: 008003S/ PRN: 018163) on 14^th March 2026 for the FY 2025-26. Their appointment was approved by the shareholders of the Company through Postal Ballot on 12^th June 2026.

The Audit Report issued by M/s. Nagadheep Sathyanarayana and Co. on the Financial Statements of the Company for the Financial Year 2025-26 is a part of the Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer. Further, considering expiry of their term at ensuing Annual General Meeting, The Board recommend appointment of M/s. Nagadheep Sathyanarayana and Co. for a period of 05 (Five) consecutive years commencing from FY 2026-27. The resolution including term and conditions for their appointment forming part of the Notice.

b. Secretarial Auditor and Auditors Reports

Pursuant to provisions of Section 204 of the Companies Act, 2013, The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI Listing Regulations, M/ s. Megha Khandelwal & Associates, Practicing Company Secretaries, bearing peer review no. 4023/2023 has been appointed as the Secretarial Auditors of the Company, for a period of 05 (Five) consecutive years commencing from FY 2025-26. The Secretarial Compliance Report and Audit Report of the Company is annexed herewith as "Annexure 3" and "Annexure 4" respectively. The Reports for the financial year ended 31^st March 2026, does not contain any qualification, reservation, adverse remark or disclaimer.

c. Internal Auditor

M/s. KSGC & Associates, Chartered Accountants, FRN: 021829C were appointed as Internal Auditor of the Company for FY 2025-26.

d. Cost Auditors and Cost Records

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.

19. Secretarial Standards of ICSI:

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

20. Reporting of Fraud:

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

21. Corporate Governance:

This Annual Report contains a separate section on the Companys corporate governance practices, together with a certificate from the Companys Secretarial Auditors confirming compliance, as per SEBI Listing Regulations.

22. Management Discussion and Analysis:

Management Discussion and Analysis Report forming part of this Board Report.

23. Risk Management:

The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 and Regulation 17(9) of the SEBI Listing Regulations, which establishes an effective and integrated framework for the Risk Management process. The Audit Committee undertakes assessment on risk management procedures from time to time and update the Board on its findings.

24. Internal Financial control systems and their Adequacy:

The Company maintains appropriate systems of internal controls to ensure that all assets and investments are safeguarded against unauthorized use or disposition. The Companys policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly. During the year under review, no material or serious observations have been observed for inefficiency or inadequacy of material controls.

25. Vigil Mechanism/ Whistle Blower:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The employees are encouraged to voice their concerns by way of Whistle Blowing. Every employee can directly raise their concerns to the Management or to the Chair of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

26. Corporate Social Responsibility:

The Company does not meet the threshold requirement mentioned under section 135 of the Companies Act, 2013.

27. Policy on prevention, prohibition and redressal of Sexual Harassment at workplace:

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company had no pending complaints of sexual harassment at the beginning of the year and has not received any complaints during the Financial Year.

28. Compliance with Maternity Benefit Act, 1961:

During the year under review, no maternity benefits have been availed by any of the employee.

29. Significant and/or Material Orders passed by the Regulators or Courts:

There is no significant material orders passed by the Regulators / Courts or any regulatory authority which would impact the going concern of the Company and its future operations. Further, there are no material changes or commitments, affecting the financial position of the Company which has occurred between the end of the financial year and the date of the report.

30. Business Responsibility and Sustainability Reporting:

The Company does not fall under the ambit of provisions related to Business Responsibility and Sustainability Reporting.

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

Considering nature of Business and activities, the Company has no particulars to report regarding conservation of energy or technology absorption. Further, During the year under review, the Company did not have any Foreign Exchange Earnings. Details regarding Foreign Exchange Outgo are mentioned in "Annexure 2".

32. Proceeding under the Insolvency and Bankruptcy Code, 2016:

No proceedings are initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

33. Valuation for one time settlement:

There was no instance of one-time settlement with any bank or financial institution.

34. Acknowledgement:

The Directors place on records their sincere appreciation for Commitment of all its employees. The Directors further extend their gratitude to all Shareholders, Service Providers, Users, Clients, Government & Regulatory Authorities, and the Stock Exchanges for their continued confidence and support.

For Colab Platforms Limited	For Colab Platforms Limited
	Sd/-
New Delhi, 02nd Sept 2026	Mukesh Jadhav
Colab Platforms Limited	Chairman
CIN: L65993DL1989PLC038194	DIN: 09539015
Add: 203, Freehold Property, Okhla Industrial Estate, Phase-III, New Delhi, 110020.	Sd/-
Contact: 8828865429,	Puneet Singh Chandhok
Email id: cs@colabplatforms.com	Managing Director
Website: www.colabplatforms.com	DIN: 01546843