Droneacharya Aerial Innovations Ltd Directors Report

All RPTs entered during the year were in the ordinary course of business and on an arms length basis and not material in nature in terms of Section 188 of the Act. Thus, disclosure in Form AOC-2 is enclosed in Annexure A. There was no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel of the Company.

Details of all related party transactions are mentioned in the notes to financial statements forming part of the Annual Report.

13. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to the Financial Statements. The Board routinely assesses internal control systems, the effectiveness of the internal audit function, and important internal audit discoveries in collaboration with management.

14. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

The Company has obtained the required declarations and disclosures from the Independent Directors in accordance with Section 149(7) and Section 184(1) of the Act, confirming their compliance with the independence criteria outlined in Section 149(6) of the Act and under the applicable provisions of the Listing Regulations by disclosing their interest in form MBP-1. All the Directors have certified that the disqualifications mentioned under sections 164, 167 and 169 of the Act do not apply to them.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. The Board of the Company has taken the disclosures on record after verifying the due veracity of the same.

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act. The Directors and the senior management personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management Personnel.

15. DETAILS OF THE DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Board Composition and Size

The Board establishes a positive leadership culture, which is vital for the companys longterm success. By emphasizing strategic decision-making and promoting collaboration, Board members play a key role in driving sustainable growth. Their vision and guidance enable management and employees at every level to contribute effectively, fostering a prosperous organization.

The Board comprises individuals with diverse skills, perspectives, and expertise in essential business areas, drawn from varied backgrounds. As part of its succession planning, the Board regularly reviews its composition to ensure alignment with the companys strategy and long-term objectives.

The Board of Directors of the company has an optimum combination of Executive and Non-Executive Independent Directors with rich professional experience and background. As on March 31, 2026, the Companys Board Consists of 5 Directors as follows:

?During the year under review, The Board of Directors appointed Mrs. Meenakshi Niraj Gupta to fill the casual vacancy arising from the resignation of Ms. Bhanupriya Thakur with effect from 31 December 2025, and her appointment was subsequently approved by the members at the Extra-Ordinary General Meeting held on 16 February 2026.

The Board of Directors appointed Mr. Shyam Shankar Jedhe to fill the casual vacancy arising from the resignation of Mr. Utsav Jasapara with effect from 31 December 2025, and his appointment was subsequently approved by the members at the Extra-Ordinary General Meeting held on 16 February 2026."

they became Members of the Committee with effect from the same date.

Pursuant to section 152 of the Companies Act 2013, Mr.Prateek Srivastava (DIN: 07709137) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

Independent Directors fulfil the criteria as specified in section 149(6) of the Companies Act, 2013. The Board is Chaired by the Managing Director who is also a promoter of the Company.

Key Managerial Personnel (KMP)

As on the date of this report, the following are the Key Managerial Personnel (KMPs) of the Company as per section 2(51)read with Section 203 of the Act:

During the year under review, Mr. Adhir Sunil Kuntawar , former Company Secretary and Compliance officer of the Company tendered her resignation on July 31, 2025 from the said position and consequently, the Board of Directors appointed Mr. Jayesh Sharad Kulkami as the Company Secretary and Compliance Officer of the Company with effect from November 14,2025.

Post the year under review, Mr. Jayesh Sharad Kulkami, Company Secretary and Compliance Officer, resigned from the Company with effect from 31 July 2026. Accordingly, as on the date of this Report, the office of Company Secretary and Compliance Officer is vacant and the Company is in the process of appointing a suitable candidate in accordance with applicable law.

16. BOARD OF DIRECTORS AND ITS MEETINGS

Number of Board Meetings

During the Financial Year 2025-26, 8 (Eight) Board meetings were held and the details of the number of directors present along with the dates are mentioned below in the table:

The time gap between two consecutive Board meetings was less than 120 days and a necessary quorum as per the Act and the Listing Regulations was also present in all the meetings.

17. COMMITTEES OF THE BOARD

The Board committees play a crucial role in corporate governance. These committees are responsible for conducting detailed reviews of items under their purview before presenting them to the Board. Generally, committee meetings are held before the Board meetings and the chairperson of each of the committees reports to the Board about the decisions taken at the committee meetings. At times, committees also provide recommendations to the Board on matters under their purview. The Board has established several statutory committees in accordance with the Act and the Listing Regulations, which include:

• Audit Committee

• Nominations and Remuneration Committee

• Stakeholders Relationship Committee

Details of each of the committees are mentioned below:

• Audit Committee

In accordance with the requirements of section 177 of the Act, the Board has established a qualified and independent Audit Committee. The committee comprises of 5 (Five) members and the majority of members are Independent Directors. The members of the Audit Committee have relevant experience in financial matters as well as have

accounting or related financial management expertise and all of them are financially literate. The Chairman of the Audit Committee is an Independent Director and has expert knowledge in accounts & finance, banking, corporate laws, and governance matters.

The composition of the Audit Committee as on March 31, 2026 including the changes made in the committee during the year is as under:

*Mr. Utsav Jasapara was appointed as a Chairman of the Audit Committee & post his resignation on December 04 ,2025, is not a member and Chairman of the Committee.

*Mrs. Bhanupriya Nikhil Thakur was a member of the Audit Committee and post her resignation on December 03, 2025, is not a member of the Committee.

**The Board of Directors appointed Mrs. Meenakshi Niraj Gupta to fill the casual vacancy arising from the resignation of Ms. Bhanupriya Thakur with effect from 31 December 2025, and her appointment was subsequently approved by the members at the Extra-Ordinary General Meeting held on 16 February 2026.

The Board of Directors appointed Mr. Shyam Shankar Jedhe to fill the casual vacancy arising from the resignation of Mr. Utsav Jasapara with effect from 31 December 2025, and his appointment was subsequently approved by the members at the Extra-Ordinary General Meeting held on 16 February 2026."

they became Members of the Committee with effect from the same date.

During the year under review, the audit committee met 8 Eight) times on May 14, 2025, July 11, 2025 September 27,2025, October 29, 2025 November 14,2025, November 18, 2025, December 02, 2025 and March 16, 2026.

The Company Secretary acts as the Secretary of the Audit Committee.

• Nominations and Remuneration Committee (NRC)

The Nomination and Remuneration Committee is responsible for evaluating the balance of skills, experience, independence, diversity and knowledge on the Board and for drawing up selection criteria, ongoing succession planning and appointment procedures for both internal and external appointments, including Managing Director and Management Committee.

In accordance with the provisions of Section 178 of the Act, the Company has constituted Nomination and Remuneration Committee (NRC), composition, terms of reference of which are in conformity with the said provisions.

The committee comprises of 5 (Five) members and majority members are Independent Directors.

The composition of NRC as on March 31, 2026 including the changes made in the committee during the year is as under:

*Mr. Utsav Jasapara was appointed as a member of the NRC & post his resignation on December 04 ,2025, is not a member of the Committee.

*Mrs. Bahunpriya Nikhil Thakur was appointed as a member of the NRC and post her resignation on December 03, 2025, is not a member of the Committee.

**The Board of Directors appointed Mrs. Meenakshi Niraj Gupta to fill the casual vacancy arising from the resignation of Ms. Bhanupriya Thakur with effect from 31 December 2025, and her appointment was subsequently approved by the members at the Extra-Ordinary General Meeting held on 16 February 2026.

The Board of Directors appointed Mr. Shyam Shankar Jedhe to fill the casual vacancy arising from the resignation of Mr. Utsav Jasapara with effect from 31 December 2025, and his appointment was subsequently approved by the members at the Extra-Ordinary General Meeting held on 16 February 2026."

They became Members of the Committee with effect from the same date.

During the year under review, the Nomination and Remuneration Committee met 4 (Four ) time on May 14, 2025, November 14, 2025, November 18, 2025 and December 31, 2025.

The Company Secretary acts as the Secretary of the Nomination and Remuneration Committee.

Companys policy on Directors Appointment and Remuneration

The Nomination and Remuneration Committee of the Company follows defined criteria for identifying, screening, recruiting and recommending candidates for election as a Director on the Board to operate effectively and efficiently, the Board has identified key skills, expertise, and competencies that are relevant to the Companys business and sector.

• Stakeholders Relationship Committee (SRC)

In accordance with the provisions of section 178 of the Act, the Company has framed a Stakeholders Relationship Committee (SRC) that is responsible for handling investor grievances.

The committee is comprised of 5 (Five) members, the majority of which are Independent Directors.

The composition of SRC as on March 31, 2026 including the changes made in the committee during the year is as under:

* Mr. Utsav Jasapara was appointed as a member of the SRC & post his resignation on December 04 ,2025, is not a member of the Committee.

*Mrs. Bhanupriya Nikhil Thakur was appointed as a member of the SRC and post her resignation on December 03, 2025, is not a member of the Committee.

**The Board of Directors appointed Mrs. Meenakshi Niraj Gupta to fill the casual vacancy arising from the resignation of Ms. Bhanupriya Thakur with effect from 31 December 2025, and her appointment was subsequently approved by the members at the Extra-Ordinary General Meeting held on 16 February 2026.

The Board of Directors appointed Mr. Shyam Shankar Jedhe to fill the casual vacancy arising from the resignation of Mr. Utsav Jasapara with effect from 31 December 2025, and his appointment was subsequently approved by the members at the Extra-Ordinary General Meeting held on 16 February 2026."

they became Members of the Committee with effect from the same date.

During FY 2025-26, queries/complaints were received by the Company from members/investors, which have been redressed / resolved to date, satisfactorily as shown below:

Details of investor queries/complaints/request received and attended during FY 2025-26:

During the year under review, the Stakeholders Relationship Committee met 1 (One) times on November 14, 2025.

The Company Secretary acts as the Secretary of the Stakeholders Relationship Committee.

18. DEMATERIALISATION OF SHARES

The breakup of the Equity Shares held in dematerialized and physical form as on March 31,2026 is as follows:

19. COMPLIANCE WITH SECRETARIAL STANDARD

During the period from April 01, 2025 to March 31, 2026, the Company has complied with the Secretarial Standard - 1 and Secretarial Standard - 2 issued by the Institute of

Company Secretaries of India.

20. POLICY ON CORPORATE SOCIAL RESPONSIBILITY

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

The Company is committed to providing a healthy environment to all employees and thus does not tolerate any sexual harassment at the workplace. The Company has in place, a "Policy on Prevention, Prohibition and Redressal of Sexual Harassment." The policy aims to protect employees at the workplace and prevent and redress complaints of sexual harassment and it covers matters connected or incidental thereto. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013. During the year under review, the Company has not received any complaints of sexual harassment.

29. HUMAN RESOURCES / INDUSTRIAL RELATIONS

Your Company believes that Human resources is the principal driver of change. The Company focuses on providing individual development and growth in a professional work culture that enables innovation, ensures high performance and remains empowering. The HR management systems and processes are designed to enhance organizational effectiveness and employee alignment. Your company has put in place a performance appraisal system that covers all employees.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with Regulation 34 of the SEBI Listing Regulations, a separate section on Management Discussion and Analysis, as approved by the Board, which includes details on the state of affairs of the Company, forms part of this Annual Report.

31. WHISTLE BLOWER POLICY / VIGIL MECHANISM

32. FRAUDS REPORTED BY AUDITORS

During the year under review, no frauds were reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

33. AUDITORS

a. Statutory Auditors

The Members of the Company had approved the appointment of M/s K P R K & Associates, Chartered Accountants, Nagpur (FRN: 103051W), as the Statutory Auditors of the Company for a term of five consecutive years at the Annual General Meeting held on September 30, 2022, to hold office until the conclusion of the Annual General Meeting for the financial year 2026-27.

Subsequently, M/s KPRK & Associates tendered their resignation as the Statutory Auditors of the Company, resulting in a casual vacancy. Accordingly, the Board of Directors, at its meeting held on November 18, 2025, appointed M/s Haziyani &

Associates, Chartered Accountants (FRN: 030087C) as the Statutory Auditors of the Company to fill the casual vacancy for the Financial Year 2025-26, subject to the approval of the Members. The appointment was subsequently approved by the Members of the Company at the Extraordinary General Meeting held on February 16,

2026, in accordance with the applicable provisions of the Companies Act, 2013.

b. Secretarial Auditors

During the year under review, the Board of Directors had appointed M/s More Daliya and Associates, Practicing Company Secretaries, Nagpur, as the Secretarial Auditors of the Company for the Financial Year 2025-26.

Accordingly, the Board of Directors, at its meeting held on September,4^th , 2026, appointed M/s Akshay R. Birla and Associates. COP: 25084 as the Secretarial Auditors of the Company subject to the approval of the Members. The Members will subsequently approve the appointment at the ensuing Annual General Meeting held on September, 30 ,2026 in accordance with the applicable provisions of the Companies Act, 2013.

c. Internal Auditors

M/s. Geeta Kulkami and Assocites, Chartered accountants, Pune were appointed as Internal Auditors of the Company for conducting Internal Audit functions for the Financial Year 2025-26.

Accordingly, For the financial year 2026-27, the Board of Directors, at its meeting held on 4 September 2026, appointed M/s SRAS & Associates, Chartered Accountants, FRN 038028C, as the Internal Auditor of the Company.

34. STATUTORY AUDITORSREPORT

The Auditors Report for the FY 2025-26 on the standalone as well consolidated financial statements of the Company is attached to this Annual Report. The notes on Financial Statements referred to in the Annual Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

35. SECRETARIAL AUDITORSREPORT

The Board of Directors has reviewed the observations made by the Secretarial Auditor in the Secretarial Audit Report for the Financial Year under review. The specific comments of the Board on each of the observations made by the Secretarial Auditor are provided below:

1. It was observed that the Company had delayed filing of Form MGT-14 with the Registrar of Companies in respect of the appointment of Mr. Jayesh Kulkami as the Company Secretary of the Company, pursuant to the resolution passed by the Board of Directors in accordance with

the applicable provisions of the Companies Act, 2013. However, the Company has subsequently complied with the said requirement as on the date of signing of this Report.

2. It was observed that Mr. Adhir Kuntawar, Company Secretary and Compliance Officer, resigned from the Company with effect from 31 July 2025. The resultant vacancy was filled only on 14 November 2025 upon appointment of Mr. Jayesh Kulkami as the Company Secretary. Accordingly, the office of the Company Secretary remained vacant for a period exceeding three months, resulting in non-compliance with the provisions of Regulation 6(1 A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. It was observed that certain clerical errors were made in Form ADT-1 filed in respect of the appointment of the Auditor at the Extra-Ordinary General Meeting held on 16 February 2026. Under the field "Membership Number of Auditor signing the Balance Sheet of the Company", the membership number was mentioned as "1" instead of the correct particulars. Further, under the field "Name of the Auditor", the Membership Number of the Auditor, i.e. "115123", was mentioned instead of the name of the Auditor.

4. It was observed that the Annual Foreign Liabilities and Assets (FLA) Return for FY 2024-25 was filed after the stipulated timeline. However, the Company has subsequently complied with the said requirement as on the date of signing of this Report.

5. It was observed that Form MGT-14 has not been filed with the Registrar of Companies in respect of the approval and adoption of the Audited Financial Statements for the financial year ended 31 March 2025.

In terms of Section 117(3)(g) of the Companies Act, 2013, where the Board of Directors has passed a resolution under Section 179(3) in relation to the approval of the Boards Report and Financial Statements before the same are placed before the members at the Annual General Meeting, such resolution is required to be filed with the Registrar of Companies in Form MGT- 14, unless specifically exempted under the applicable provisions of the Act or the Rules made thereunder.

6. It was observed that the SDD Compliance Certificate for Quarter 2 (July 2025 to September 2025) was not filed/made available for verification. Accordingly, the quarterly compliance for the said period could not be independently verified.

7. It was observed that the Non-Applicability Certificate in respect of Corporate Governance for Quarter 2 (July 2025 to September 2025) was not made available in the records and documents

produced before us for verification. Accordingly, the compliance in this regard could not be independently verified.

8. Based on the records and information made available to us, certain details relating to the disclosure pertaining to orders received by the Company could not be fully verified. Certain supporting records were not available for our verification. Accordingly, our comments on the completeness of the disclosure in this regard are subject to the records and information made available to us.

We report that,

a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. During the year under review following changes have took place;

- Mrs. Bhanupriya Thakur has resigned from the position of Independent Director with effect from 03^rd December, 2025.

- Mr. Utsav Jasapara has resigned from the position of Independent Director with effect from 04^th December, 2025.

- Mrs. Meenakshi Niraj Gupta was appointed as Independent Director with effect from 31^s December, 2025.

- Mr. Shyam Shankar Jedhe was appointed as Independent Director with effect from 31^s December, 2025.

b) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and consents were obtained where meetings are held on shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

c) Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.

d) Material Orders Passed during the year:

1. During the year under review, the Company has received order from Securities and Exchange Board of India dated 28^th November, 2025 wherein the adjudicating officer has imposed penalty of Rs. 10,00,000/- (Rupees Ten Lakh) under Section 15HA of SEBI Act, 1992 and restraining the company for accessing securities market for a period of 2 years on alleged violation of;

- Provisions of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003) for devising the fraudulent scheme.

- Regulation 3(a), (b), (c), (d) and 4(1), 4(2)(a), (e) of SEBI PFUTP Regulations, 2003 for mis- utilization of IPO funds.

- Clause 7(b) of Schedule VI of the SEBI (Issue of Capital and Disclosure Requirement) Regulation, 2018 ("ICDR Regulations") for non-disclosure of quotation of software and computers in prospectus under objects of issue.

- Regulation 31(1) and 32(1), (2) of LODR Regulations for disclosing incorrect shareholding percentages of promoter and public as on December 21, 2022 and for not disclosing Statement of deviation on utilization of IPO funds for half year ended March 2024.

- Regulation 3(b), (c), (d), Regulation 4(1), 4(2)(f), (k) & (r) of PFUTP Regulations, and Regulation 4(1), 33(1 )(a) & (c), and 48 of the LODR Regulations for inflation of revenue and profit and thus misrepresenting financial statements and presenting financial statements which were not true and fair and not depicting true financial position.

- Regulation 4(1 )(c), (d), (e), (g), and (h) of LODR Regulations, read with Regulation 30(1), 30(3) read with Regulation 30(4) and Schedule III Part A Para B (1), (2), (4) and Schedule III Part A Para C of LODR Regulations, Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 and Regulation 30(7), (8) and (10) of LODR Regulations, for misleading corporate announcements.

Further, as represented by the management of the Company, the Company has filed an application/appeal before the Securities Appellate Tribunal ("SAT") in relation to the aforesaid matter. The management has further represented that the Honble SAT has passed an interim stay order dated 19 December 2025 in the matter, pursuant to which the proceedings/action in respect of the matter have been stayed, subject to the terms and conditions of the said order. The management has also represented that the matter is presently pending before the Honble SAT for further consideration/adjudication.

2. During the year the company had undergone GST Audit for the period September 2021 to March 2023 where the department had made following observations dated 02^nd June, 2025 and 16^h July, 2025:

- Non-Payment of Late fee on delayed filing of GSTR-1 u/s 47 of CGST Act, 2017.

- Short payment of Interest on late payment of tax (GSTR 3B late filed after due date) on GST cash component.

- Excess ITC availed on account of GSTR3B vs GSTR 2B comparison along with non-payment of interest.

- Duplicate ITC availed on comparison of GSTR -2B and GSTR3B/ ITC Register.

- Short Payment of Tax in comparison of GSTR1 vs GSTR3B

- Non- Payment of Interest on delayed payment of tax under Reverse Charge Mechanism.

- Short payment of tax on account of wrong rate adopted in respect of certain finished products.

- Penalty for non-filing of GSTR9 for FY 2023-24.

- Penalty for non-filing of GSTR9C for FY 2022-23 & 2023-24.

- Wrong availment of blocked ITC.

- Short-Payment of tax on GTA Services under RCM.

- Short Payment of tax on account of non-realization of export sales proceeds in terms of Rule 96A of CGST Rules.

Further, based on the records and supporting documents produced before us by the Company, it was observed that the Company has paid penalties aggregating to Rs. 18,78,267/- in respect of the aforesaid observations/matters. The said amount represents the penalties paid by the Company pursuant to the regulatory proceedings/actions referred to above. The details and supporting records relating to the payment of such penalties were made available to us for our verification.

We further report that there are adequate systems and processes in the company

commensurate with the size and operations of the company to monitor and ensure compliance

with applicable laws, rules, regulations and guidelines.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the Financial Year under review, the Company received an order from the Securities and Exchange Board of India (SEBI). Aggrieved by the said order, the Company has preferred an appeal before the Securities Appellate Tribunal (SAT). The matter is presently under adjudication, and the final order is awaited.

Further, the Company has filed a compounding application before the Regional Director for condonation of the delay in holding the Annual General Meeting for the previous Financial Year. Pursuant thereto, the Company has received final order from the Regional Director.

Pursuant to the said order, the Company and the concerned Directors have duly complied with the directions contained therein and have paid the penalties imposed by ROC. Accordingly, DroneAcharya Aerial Innovations Limited has paid a penalty of ^76,000, Ms. Nikita Srivastava has paid a penalty of Rs. 76,000, Mr. Prateek Srivastava has paid a penalty of Rs. 76,000, and Mr. Jayesh Kulkami has paid a penalty of Rs. 31,000. The said penalties have been duly paid and the directions contained in the ROC order have been complied with by the respective parties.

The Company and the management remain committed to ensuring timely and effective compliance with all applicable statutory and regulatory requirements.

37. REPLIES TO OBSERVATIONS

1. Delay in Filing of Form MGT-14 - Appointment of Company Secretary

The Company acknowledges the observation regarding the delay in filing of Form MGT- 14 with the Registrar of Companies in connection with the appointment of Mr. Jayesh Kulkami as the Company Secretary of the Company.

The delay was primarily attributable to certain procedural and administrative requirements. The Company has subsequently completed the requisite statutory filing and regularised the compliance. The Company remains committed to maintaining timely and effective compliance with all applicable statutory and regulatory requirements.

The Company has also enhanced its internal compliance monitoring mechanism to ensure timely completion and review of statutory filings going forward.

2. Vacancy in the Office of Company Secretary and Compliance Officer.

The Company acknowledges the observation regarding the vacancy in the office of Company Secretary and Compliance Officer following the resignation of Mr. Adhir Kuntawar with effect from 31 July 2025.

During the intervening period, the Company undertook a structured process to identify and appoint a suitable and competent professional for the position, keeping in view the requirements of the Company and the applicable regulatory framework. Pursuant thereto, Mr. Jayesh Kulkami was appointed as the Company Secretary and Compliance Officer on 14 November 2025.

The Company recognises the importance of a robust and adequately staffed compliance function in a listed company. The Company has duly paid the applicable penalty levied by BSE Limited in respect of the said matter and has further strengthened its compliance and succession-planning processes to ensure continuity of the compliance function and timely filling of any such vacancy in the future.

3. Clerical Errors in Form ADT-1

The Company acknowledges the observation regarding certain clerical errors appearing in Form ADT-1 filed in connection with the appointment of the Statutory Auditor at the Extra-Ordinary General Meeting held on 16 February 2026.

The errors were inadvertent and clerical in nature and arose due to an oversight during the preparation and submission of the e-form. The Company confirms that such clerical errors do not affect the validity of the appointment of the Statutory Auditor or the resolution duly approved by the members of the Company.

The Company has taken note of the observation and has further strengthened its maker- checker and review mechanisms for statutory filings to ensure greater accuracy and consistency in future filings.

4. Delay in Filing of Annual FLA Return

The Company acknowledges the observation relating to the filing of the Annual Foreign Liabilities and Assets (FLA) Return for the financial year 2024-25 beyond the prescribed timeline.

The delay was attributable to certain procedural and administrative requirements. The requisite FLA Return has subsequently been filed and the applicable compliance has been completed.

The Company recognises the importance of timely regulatory reporting and has further strengthened its compliance calendar, responsibility matrix and periodic monitoring mechanism to ensure that all applicable regulatory returns and disclosures are identified, reviewed and submitted within the prescribed timelines.

The Company remains committed to maintaining timely, transparent and accurate regulatory reporting as an integral part of its governance framework.

5. Non-Filing Of Form Mgt-14 In Respect Of Board Resolution

The Company acknowledges the observation relating to the non-filing of Form MGT-14 in respect of the resolution passed by the Board of Directors for approval of the Boards Report and Audited Financial Statements for the financial year ended 31 March 2025.

The matter arose due to an inadvertent oversight in the statutory filing process. The Company has taken due cognisance of the requirements prescribed under Section 117 of the Companies Act, 2013 and is taking necessary steps to regularise the filing with the Registrar of Companies, together with applicable additional fees and statutory charges, if any, in accordance with the applicable provisions of law.

As a preventive measure, the Company has further strengthened its statutory compliance framework by introducing enhanced filing trackers, responsibility-based monitoring and periodic review of pending and completed statutory compliances.

The Company considers timely statutory compliance to be an essential element of responsible corporate governance and is committed to ensuring that appropriate systems and controls remain in place to support the same.

6. Non-Availability of SDD Compliance Certificate For Quarter 2

The Company acknowledges the observation regarding the non-availability of the SDD Compliance Certificate for Quarter 2, covering the period from July 2025 to September 2025, at the time of verification.

The Company submits that while the certificate pertaining specifically to Quarter 2 was not available among the records produced for verification, the SDD Compliance Certificate pertaining to the year-end was duly maintained and produced for verification.

The Company has taken due note of the observation. The matter has been addressed from a process and documentation perspective, and the Company has strengthened its record- maintenance and compliance documentation framework to ensure that all quarterly SDD- related certifications and supporting records are systematically prepared, reviewed, maintained and readily available for future verification.

7. Non-Availability Of Non-Applicability Certificate Relating To Corporate Governance For Quarter 2

The Company acknowledges the observation regarding the non-availability of the NonApplicability Certificate in respect of Corporate Governance for Quarter 2, covering the period from July 2025 to September 2025.

The Company submits that while the certificate specifically pertaining to Quarter 2 was not available among the records produced for verification, the relevant documentation evidencing the applicable position at the year-end was duly maintained and produced for verification.

The observation relates to a documentation and record-maintenance gap and does not detract from the Companys continued focus on compliance with the applicable corporate governance framework.

The Company has taken corrective measures to strengthen its compliance documentation, certification and record-retention processes. Going forward, all applicable quarterly certificates, confirmations and supporting documents will be systematically tracked, reviewed and preserved to facilitate timely verification and ensure appropriate governance oversight.

The Company views corporate governance as a continuous process and remains committed to maintaining high standards of accountability, transparency and responsible management in the interest of all stakeholders.

4

8. Material order passed during the year Reply of the company

The Company acknowledges the observation relating to the order dated 28 November 2025 passed by the Adjudicating Officer of the Securities and Exchange Board of India ("SEBI") in respect of the matters referred to in the Secretarial Audit Report.

The Company has exercised its statutory right of appeal and has preferred an appeal/application before the Securities Appellate Tribunal ("SAT") against the said order. The Company further submits that the matter is presently under consideration before the Honble SAT and that the Honble SAT, vide its interim order dated 19 December 2025, granted interim relief to the Company, subject to the terms and conditions stipulated therein.

Subsequently, the Company received an order dated 3 February 2026 passed by the Honble SAT, Mumbai, in Miscellaneous Application No. 108 of 2026 in Appeal No. 549 of 2025, whereby the application filed by the Company and its promoters seeking specific interim reliefs was partly allowed. Pursuant to the said order, the Company has been permitted to raise funds through a preference issue of shares, subject to making appropriate disclosures regarding SEBIs order dated 28 November 2025 and the pendency of the appeal to the prospective investors. Further, the promoters have been permitted to pledge their shares with banks and financial institutions for the limited purpose of raising working capital and for execution of existing time-bound orders.

The management has further represented that the appeal against SEBIs order dated 28 November 2025 continues to remain pending before the Honble SAT for final adjudication.

The Company successfully resolved the matter relating to the delay in holding its Annual General Meeting dated 4^,h August, 2026. A penalty of was paid to the Registrar of Companies ("ROC") towards the said matter, which has been settled in full and final and stands closed. The Company remains committed to strengthening its compliance framework and ensuring timely statutory compliances.

38. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, no application has been made under the Insolvency and Bankruptcy Code, 2016, therefore there are no details of application or proceedings pending to disclose under the Insolvency and Bankruptcy Code, 2016.

39. 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

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable

40. ACKNOWLEDGEMENT

Your Board expresses gratitude to all employees for their dedicated service and unwavering commitment to the Companys goals. We also extend our sincere appreciation for the wholehearted support received from members, clients, bankers, and all other stakeholders