Emiac Technologies Ltd Directors Report

Dear Shareholders,

Your directors are delighted to present the Annual Report and Audited Accounts for the period
ended on 31^st March, 2026.

1. Financial summary or highliehts/Performance of the Company

(All Amount in Indian Rupee in Lakhs, unless otherwise stated)

Particulars	For the Year Ended on 31st March, 2026	For the Year Ended on 31st March, 2025
Revenue from Operations Other Income	3,231.41 54.89	1,985.62 20.07
Total Income	3,286.30	2,005.69
Less: Expenses During the year	2,760.81	1,412.79
Profit Before Depreciation and Tax	525.49	592.90
Less: Depreciation	22.46	18.31
Less: Finance Costs	12.99	0.74
Profit/Loss Before Tax	490.04	573.85
Less: Current Tax/ Deferred tax	128.31	150.94
Profit/Loss After Tax	361.73	422.91

2. Dividend

In order to preserve funds for prospective growth opportunities and ongoing expansion plans,
the Board has deemed it prudent not to recommend any dividend for the financial year ended
March 31, 2026. This reflects the Companys strategic focus on enhancing financial strength
and supporting future projects and investments.

3. State of Companys affairs

During the financial year under review, the Company recorded a satisfactory performance,
reflecting steady growth in revenue and profitability. The performance achieved during the
year has laid a firm foundation for the Companys future expansion and value creation. The
Board remains confident of the Companys ability to effectively address prevailing market
challenges and capitalize on emerging business opportunities. The continued dedication and
commitment of the management and employees have significantly contributed to
strengthening the Companys position, thereby enabling sustained growth in the years ahead.

4. Operations

During the financial year 2025-26, the Company recorded total revenue of Rs. 328,629,853,
as compared to Rs. 200,569,000 in the previous financial year, representing a significant year-
on-year growth of approximately 63.85%. The increase in revenue was primarily attributable
to the expansion of business activities and improved operational efficiency.

The Company reported a Net Profit of Rs. 36,173,063 for FY 2025-26, as compared to Rs.
42,291,000 in FY 2024-25. While the Company witnessed substantial growth in revenue, the
decline in net profit was primarily reflective of the corresponding increase in operating and
other expenses during the year. The Company continues to focus on operational efficiency,
prudent cost management and sustainable growth across its business segments.

5. Future Prospects

EMIAC Technologies Limited is entering the next phase of its growth journey with a clear
focus on building a technology-led, scalable and sustainable business. With the increasing
adoption of digital platforms, data-driven marketing, artificial intelligence and automation
across industries, the Company believes that the evolving digital ecosystem presents
significant opportunities for expansion and value creation. EMIAC intends to leverage its
capabilities in digital content, performance-driven marketing, branding, online reputation
management, technical services and business automation to strengthen its market position
and address the evolving requirements of its clients.

Going forward, the Company will focus on deepening relationships with existing clients,
expanding its client base and strengthening its presence across industries and geographies.

Its diversified exposure across sectors such as BFSI, healthcare, IT and technology, education
and automobile provides a broad platform for pursuing new business opportunities. The
Company also intends to further develop its multilingual and vernacular content capabilities
and enhance its ability to deliver integrated digital solutions across domestic and
international markets.

The successful listing of the Companys equity shares on the BSE SME platform on April 13,
2026 represents an important milestone in EMIACs evolution. The listing provides the
Company with enhanced visibility and a broader platform to engage with investors,
customers, business partners and other stakeholders. The capital raised through the IPO is
intended to support key growth initiatives, including strengthening technology infrastructure,
meeting working capital requirements, expanding manpower, enhancing branding and
marketing initiatives and supporting general corporate purposes. These investments are
expected to provide a stronger foundation for the Companys next phase of expansion.

EMIAC will continue to invest in technology, talent and process capabilities to improve
productivity, service quality and scalability. The Company aims to combine human expertise
with technology, Al and automation to deliver more efficient, measurable and customised
solutions to its clients. At the same time, the Company will remain focused on strengthening
internal systems, information security, quality processes and operational controls as it scales
its business.

The Companys growth strategy will be underpinned by disciplined financial management,
prudent allocation of capital and a continued focus on improving operational efficiency and
profitability. EMIAC will also seek to build a stronger brand and market presence through
focused business development and marketing initiatives, while maintaining high standards of
corporate governance and stakeholder engagement.

With a combination of technology-driven capabilities, expanding digital opportunities, a
diversified sector presence and a clear focus on client-centric solutions, EMIAC Technologies
Limited is well placed to pursue its long-term growth objectives. The management remains
committed to building a resilient and scalable organisation, strengthening its competitive
position and delivering sustainable value to shareholders and other stakeholders.

6. Subsidiaries. Joint Ventures and Associate companies

During the financial year under review, the Company did not have any subsidiaries, joint
ventures, or associate companies. As such, there is no requirement to provide details in this
regard.

7. Change in the nature of business, if any

The Company has maintained its core business activities throughout the year under review.
There were no changes in the nature of the Companys business during the F.Y. 2025-26.

8. Material changes and commitments, if any, affecting the financial position of the company
which have occurred between the end of the financial year of the company to which the
financial statements relate and the date of the report

The period subsequent to the close of the financial year has been marked by a significant
milestone in the Companys growth journey. EMIAC Technologies Limited successfully
completed its Initial Public Offering ("IPO"), and its equity shares were listed on the BSE
SME platform on April 13, 2026. The successful completion of the IPO and listing represents
an important step in the Companys continued growth and provides a broader platform for
enhancing its market visibility, strengthening stakeholder confidence and supporting its

future business and expansion objectives.

The Company intends to leverage the opportunities arising from its listing to further
strengthen its operational capabilities, expand its market presence and pursue sustainable
growth opportunities. Save and except for the aforesaid IPO and listing, there have been no
other material changes or commitments affecting the financial position of the Company
between March 31,2026 and the date of this Report.

9. Details of significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and companys operations in future

During the financial year, no significant or material orders were passed by regulators, courts,
or tribunals that would impact the Companys going concern status or its operations in the
future.

10. Deposits

In compliance with the provisions of the Companies Act, 2013, the Company has not accepted
any deposits from the public during the year under review.

11. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulation, 2015 ("Listing Regulation") is presented in a separate section, which forms part
of this Annual Report.

12. Auditors Report

The Auditors Report for the financial year ended 31st March, 2026, has been annexed with
this report and does not contain any qualifications, reservations, or adverse remarks. The
report is self-explanatory and, therefore, does not call for further comments from the Board.

13. Statutory Auditor:

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, the
company had appointed M/s NAVP & Associates, Chartered Accountants (Firm Registration

held on 30^th September, 2024 to hold office for a period of five years, i.e. until the conclusion
of the 13^th AGM at such remuneration as may be agreed upon between the Board of Directors
and Statutory Auditor.

14. Transfer of unpaid and unclaimed dividends to investor education and protection fund

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013
requires dividends that are not encased/ claimed by the shareholders for a period of seven
consecutive years, to be transferred to the Investor Education and Protection Fund (IEPF).

In FY 2025-26, there was no amount due for transfer to IEPF.

15. Change In Share Capital

During the Financial Year under review, there were changes in capital structure of the
company as shown in the table below and there are no outstanding shares issued with
differential rights, sweat equity or ESOS.

A. Authorised Share Capital:

During the financial year ended 31st March 2026, the Authorised Share Capital of the
Company stands at ^20,00,00,000/- divided into 2,00,00,000 equity shares of ^10/- each.

B. Issued, Subscribed & Paid-Up Capital:

During the financial year under review, the Company allotted 72,93,149 equity shares as
Bonus Equity Shares on 8^th July, 2025, in accordance with the applicable provisions of the
Companies Act, 2013.

Consequent to the aforesaid allotment, as at 31st March, 2026, the issued, subscribed
and paid-up equity share capital of the Company stood at ^9,00,31,490/-, comprising
90,03,149 equity shares of ^10/- each.

C. Employee Stock Option Scheme (ESOP):

During the financial year ended 31st March 2026, the Company has not issued any shares
under the Employee Stock Option Scheme.

D. Initial Public Offer (IPO):

During the financial year ended 31st March, 2026, the Company did not issue any equity
shares by way of an Initial Public Offer (IPO).

Subsequent to the end of the financial year, the Company successfully completed its
Initial Public Offering ("IPO") comprising a fresh issue of 32,40,000 Equity Shares.
Pursuant to the IPO, the Company issued and allotted 32,40,000 Equity Shares, and the
Equity Shares of the Company were listed on the BSE SME Platform with effect from April
13, 2026.

16. The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo:

The Companys operations do not involve large-scale energy consumption, the provisions of
conservation of energy and technology absorption are not applicable.

17. Prevention of sexual harassment of women at workplace ("POSH")

At EMIAC Technologies Limited, all employees are treated with dignity, respect and equality,
and the Company does not discriminate on the basis of race, colour, gender, religion, political
opinion, national origin, social origin, sexual orientation or age.

The Company has in place a Prevention of Sexual Harassment (POSH) Policy in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The Policy covers all employees, including permanent, contractual,
temporary employees and trainees. The POSH Policy was formally adopted by the Board of
Directors at its meeting held on 21^st August, 2025.

The Company has also constituted an Internal Complaints Committee (ICC) in accordance
with the applicable provisions of the Act for prevention and redressal of complaints relating
to sexual harassment at the workplace.

No complaints of sexual harassment were received during the financial year 2025-26.

18. Directors & Key Managerial Personnel

The details of appointment, resignation, change in designation of Director & Key Managerial
Personnel during the year are mentioned below:

Type Of Event	Directors Name	Date Of Event
Appointment of Non-Executive Independent Director	Chetan Kumar Joshi	07-July-2025
Appointment of Non-Executive Independent Director	Rachana Agarwal	07-July-2025
Appointment of Managing Director	Divya Gandotra	07-July-2025
Appointment of Non-Executive Non- Independent Director	Shivam Bhateja	07-July-2025
Regularisation of Additional Director as Director	Dushyant Gandotra	24-September-2025
Appointment of Chief Financial Officer	Suresh Chand Yadav	07-July-2025
Appointment of Company Secretary & Compliance Officer	Shivani Gupta	21-August-2025

19. Number of meetings of the Board of Directors

The Board meets at regular intervals to discuss and decide on the Company/business policy
and strategy apart from other Board business. During the Financial Year under review, 16
(sixteen) Board meetings were held.

Date of Board Meetings-

Sr. No.	DATES	TOTAL DIRECTORS	DIRECTORS PRESENT
1.	01/04/2025	3	3
2.	09/05/2025	3	3
3.	26/05/2025	3	3
4.	26/06/2025	3	3
5.	03/07/2025	3	3
6.	07/07/2025	3	3
7.	08/07/2025	5	5
8.	21/08/2025	5	5
9.	02/09/2025	5	5
10.	30/09/2025	5	5
11.	30/10/2025	5	5
12.	27/01/2026	5	5
13.	30/01/2026	5	5
14.	09/02/2026	5	5

 

15.	19/03/2026	5	5
16.	25/03/2026	5	5

The name of members of the Board & their attendance at board meetings are as under:

Sr. No.	Name of Director	DIN	No. of meetings/ Total Meetings entitled to attend	Whether attended AGM or notRs
1.	Divya Gandotra	07674807	16	YES
2.	Shivam Bhateja	07674360	16	YES
3.	Dushyant Gandotra	08360731	16	YES
4.	Chetan Kumar Joshi	10737706	10	YES
5.	Rachana Agarwal	08081299	10	YES

20. Particulars of loans, guarantees or investments under section 186

During the year under review, the Company did not provide any loans, gave guarantees, or
made any investments as specified under Section 186 of the Companies Act, 2013.

21. Particulars of contracts or arrangements with related parties

Your Company has historically adopted the practice of undertaking related party transactions
only in the ordinary and normal course of business and at arms length as part of its
philosophy of adhering to highest ethical standards, transparency and accountability.

In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board
has approved a policy on related party transactions.

Further, Related Party Transactions are placed on a half yearly basis before the Audit
Committee and before the Board for approval. Prior omnibus approval of the Audit
Committee is obtained for the transactions which are of foreseeable and repetitive nature.

The particulars of contracts or arrangements with related parties referred to in sub section
(1) of section 188 of the Companies Act, 2013 in the prescribed Form AOC-2 is annexed hereto
and marked as Annexure-ll and forms part of this Report. All the transactions other than
transactions mentioned in AOC-2 is executed/undertaken by the Company at arms length

and in ordinary course of the business.

22. Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, board
committees and individual directors pursuant to the provisions of the Companies Act, 2013
and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 in the following manners:

a. The performance of the board was evaluated by the board, after seeking inputs from all
the directors, on the basis of the criteria such as the board composition and structure,
effectiveness of board processes, information and functioning etc.

b. The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of
committees, effectiveness of committee meetings, etc.

c. The board and the nomination and remuneration committee reviewed the performance
of the individual directors on the basis of the criteria such as the contribution of the
individual director to the board and committee meetings like preparedness on the issues
to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

d. In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-
independent directors, performance of the board as a whole and performance of the
chairman, taking into account the views of executive directors and non-executive directors.
Performance evaluation of independent directors was done by the entire board, excluding
the independent director being evaluated.

23. Vigil Mechanism:

Our Company is committed to maintain the highest standard of honesty, openness and
accountability and recognised that employees play an important role in growth and
expansion of the company. They are the most valuable asset of the Company.

In accordance with the provisions of Section 177(9) & (10) of the Act, read with Rule 7 of the
Companies (Meeting of the Board and its Powers) Rules, 2014 and Regulation 22 of Listing

Regulations, the Company has adopted vigil mechanism policy to enable the Directors and
employees to have direct access to the Chairperson as well as the Members of the Audit
Committee. The Vigil Mechanism Policy is available on the website of the Company website

at ittps://emiactech.com/policies/.

24. Code of prevention of Insider Trading:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by
designated persons and their immediate relatives and a Code of Fair Disclosure to formulate
a framework and policy for disclosure of events and occurrences that could impact price
discovery in the market for its securities as per the requirements under the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code is
available on the Companys website https://emiactech.com/policies/.

25. Corporate Governance:

The Company strives to incorporate the appropriate standards for corporate governance.
However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company is not required to mandatorily comply with
the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and therefore the Company has not provided a separate
report on Corporate Governance, although few of the information are provided in this report
under relevant heading.

26. Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high-
performance culture. It enables the Company to attract motivated and retained manpower
in competitive market, and to harmonize the aspirations of human resources consistent with
the goals of the Company. The Company pays remuneration by way of salary, benefits,
perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual
increments are decided by the Nomination and Remuneration Committee within the salary
scale approved by the members.

the website of the Company at https://emiactech.com/policies, and is annexed to this Report
as Annexure - (II) & (IV).

27. Risk management policy

Risk Management activities were monitored regularly. The Management monitors risk,
reviews and analyses risk exposure related to specified issues and provides oversight of risk
across the organization faced by the Company are identified and assessed. For each of the
risks identified, corresponding controls are assessed, and policies and procedures are put in
place for monitoring, mitigating and reporting risk on a periodic basis. The Vigil Mechanism
Policy is available on the website of the Company website at https://emiactech.com/policies/.

28. Directors Responsibility Statement

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013, shall state that-

A. In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to 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 at the end of the financial year and of the
profit and loss of the company for that period;

C. The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets
of the company and for preventing and detecting fraud and other irregularities;

D. The directors had prepared the annual accounts on a going concern basis; and;

E. The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively;

F. The directors did not propose any dividend in the board meeting.

29. Declaration of Independent Directors

Our Company has received annual declarations from all the Independent Directors of the
Company confirming that they meet with the criteria of Independence provided in Section

149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,the declarations from directors
attached with this board report as annexure V & VI, and there has been no change in the
circumstances, which may affect their status as Independent Director during the year.

The Independent Directors met on January 28, 2026, without the attendance of Non-
Independent Directors and members of the Management. The Independent Directors
reviewed the performance of Non-Independent Directors and the Board as a whole; the
performance of the Chairman of the Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board that is necessary for
the Board to effectively and reasonably perform their duties.

30. Details regarding Corporate Social Responsibility

In accordance with the provisions of Section 135 of the Companies Act, 2013, and the rules
made thereunder, the Company does not meet the thresholds that would require it to
undertake CSR activities mandatorily. Therefore, the Company has not formed a CSR
committee or undertaken CSR activities during the year under review.

31. Particulars of Employees and related disclosure

DISCLOSURES PERTAINING TO REMUNERATION AND OTHER DETAILS AS REQUIRED UNDER
SECTION 197 (12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANGERIAL PERSONNEL) RULES, 2014.

During the period under review, the remuneration of the Executive Directors, Company
Secretary and Chief Financial Officer of the Company were not in excess of threshold limit
provided under Rule 5(2) and (3) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Therefore, disclosure under the said Rule 5(2) & (3) is not
applicable during the period under review.

32. Reporting of frauds:

During the year under review, there have been no frauds reported by the Statutory Auditors
of the Company under sub-section (12) of Section 143 of the Act.

33. Extract Of Annual Return:

As per the amendment in Rule 12 of the Companies (Management and Administration) Rules,
2014 a company shall not be required to attach the extract of annual return with the Boards
report in Form No, MGT-9, in case the web link of such annual return has been disclosed in
the Boards report in accordance with sub section (3) of Section 92 of the Companies Act
2013.

The Annual Return of the Company, as required under Section 92(3) of the Companies Act,
2013, is available on the website of the Company at the following web link:
https://emiactech.com/investor-relations/.

34. Details Of Application Made or Any Proceeding Pending Under the Insolvency and
Bankruptcy Code, 2016 During the Year Along with Their Status as At the End of The
Financial Year:

During the year under review and till date of this Report, the Company has neither made any
application against anyone nor any proceedings were pending against the Company under
the Insolvency and Bankruptcy Code, 2016.

35. Details Of Difference Between the 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 Company has neither availed any loan from banks or financial institution and hence there
is no application being ever made for One Time Settlement (OTS) with any banks or financial
institution.

36. General Disclosure:

Your Directors state that the Company has made disclosures in this report for the items
prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014
and other applicable provisions of the act and listing regulations, to the extent the
transactions took place on those items during the year. Your Directors further state that no
disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the 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 save and ESOS;

- Annual Report and other compliances on Corporate Social Responsibility;

- There is no revision in the Board Report or Financial Statement;

- No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Companys operations in future;

- Information on subsidiary, associate and joint venture companies.

- Pendency of any proceeding against the Company under the Insolvency and Bankruptcy
Code, 2016;

- Instance of one-time settlement with any bank or financial institution;

- Fraud reported by Statutory Auditors; and

- Change of nature of business.

37. Acknowledgements

Your directors express their gratitude to the shareholders, customers, bankers, business
partners, government authorities, and all other stakeholders for their continued support. The
Board also appreciates the dedication and efforts of the employees at all levels, which
contributed to the Companys success during the year.

We look forward to your continued cooperation and support as we embark on new projects
and initiatives to further strengthen our market position.