Euphoria Infotech India Ltd Directors Report

TO,

THE MEMBERS,

EUPHORIA INFOTECH (INDIA) LIMITED

Your Directors are pleased to submit the 26^th Annual Report on the business and operations of your Company ("the Company" or "Euphoria Infotech (India) Limited"), along with the audited financial statements, for the financial year ended March 31, 2026. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

The Financial Results for the year ended March 31, 2026 and the corresponding figure for the previous year are as under: ( in Lakhs except EPS)

	Standalone		Consolidated
Particulars	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	1,522.93	1,321.57	1,522.93	1,321.58
Other Income	7.67	11.18	7.67	11.18
Total Income	1,530.60	1,332.75	1,530.60	1,332.76
Total Expenditure	1,302.72	1,084.91	1,302.72	1,084.91
Profit before tax	227.88	247.84	227.88	247.85
Current Tax	80.23	88.59	80.23	88.60
Income tax Adjustment	-	(12.22)	-	(12.22)
Deferred Tax Adjustment	(6.44)	(7.62)	(6.44)	(7.62)
Profit after Tax	154.09	179.08	154.60	177.57
Basic Earnings per share	5.31	6.17	5.33	6.12

2. TRANSFER TO RESERVES

In order to conserve resources for future business growth and to strengthen the financial position of the Company, your Directors do not propose to transfer any amount to the General Reserve for the financial year ended March 31, 2026.

3. DIVIDEND

With a view to conserve resources for future growth, strengthen the financial position of the Company and augment its working capital requirements, your Directors have not recommended any dividend on the equity shares of the Company for the financial year ended March 31, 2026.

4. STATE OF COMPANYS AFFAIRS

Your Directors are pleased to share the exceptional operational and financial performance achieved by the Company during FY2026. The major highlights of the FY2026 are as under:- Revenue from operations stood at 1,522.93 lakhs in FY2026 on a consolidated basis as compared to 1,321.58 lakhs in FY2025 thereby registering a growth of 15.24%.

- PAT stood at 154.60 lakhs in FY2026 on a consolidated basis as compared to177.57 lakhs in FY2025, thereby registering a decline of 12.94%.

The Company remains focused on strengthening its operational efficiency and improving profitability. Despite the decline in consolidated PAT during FY2026, the growth in revenue from operations reflects the Companys continued business momentum. With a continued focus on operational efficiencies, cost optimisation and sustainable revenue growth, the Company is well positioned to improve its operational and financial performance in FY2027.

5. CHANGE IN THE NATURE OF BUSINESS

During the financial year under review, there was no change in the nature of the business or operations of the Company. The Company continued to carry on its existing business activities without any material alteration.

6. CHANGE IN NAME AND STATUS OF THE COMPANY

There was no change in the name and / or status of the Company during FY2026.

7. DEMATERIALISATION OF SHARES

As on March 31, 2026, the share of the Company held in demat form represents 100% of the total issued and paid-up capital of the Company. The Company ISIN is INE0PYT01018. M/s. MAS Services Limited is the Registrar and Share Transfer Agent of the Company and handles investors related matters under the supervision of the Company.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material change(s) and commitment(s), except as elsewhere stated in this report, affecting the financial position of the Company between the end of the financial year of the Company i.e., March 31, 2026 and the date of this Report.

9. SHARE CAPITAL

During the year under review, the Company did not issue or allot any equity shares. Accordingly, as on March 31, 2026, the paid-up share capital of the Company stood at 2,90,18,600, comprising 29,01,860 equity shares of face value of 10/- each. Further, during the year under review, the Company did not undertake any buy-back, consolidation, sub-division, or other alteration of its equity share capital.

10. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During the FY2026, the Company did not undertake any alteration or amendment to its Memorandum or Articles of Association of the Company.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Board of Directors of the Company comprised five Directors consisting of two Executive Directors, one Non-Executive Non-Independent Woman Director and two Independent Directors.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Soma Das (DIN: 06383280), Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered herself for reappointment. Necessary resolution for her re-appointment is included in the Notice of AGM for seeking approval of Members. The Board recommends her re-appointment for the approval of the Members. A brief profile of Mrs. Soma Das (DIN: 06383280), is provided in the Notice convening the ensuing AGM for reference of the shareholders.

During the financial year under review, there was no change in the Directorship / Key Managerial Personnel of the Company except as stated herein below.

Consequent upon the sudden demise of Mr. Sriyans Lunia, Independent Director of the Company, a casual vacancy arose in the office of Independent Director. In order to fill the said vacancy and ensure compliance with the applicable provisions relating to the composition of the Board of Directors, including Section 149 of the Companies Act, 2013 read with the applicable provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board proposed the appointment of Mr. Haider Ali (DIN: 09609149) as an Independent Director of the Company.

Accordingly, Mr. Haider Ali (DIN: 09609149) was appointed as an Independent Director of the Company at the 25th Annual General Meeting held on September 16, 2025, in place of late Mr. Sriyans Lunia, to fill the casual vacancy arising due to his demise and to ensure continued compliance with the applicable statutory requirements relating to the composition of the Board.

12. DECLARATIONS BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, each of the Independent Directors has confirmed to the Company that he or she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") as amended.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfil the conditions specified in the Act and rules made thereunder.

13. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the Listing Regulations and in line with our corporate governance guidelines, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Boards Committees was undertaken. This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective functioning of the Board and its Committees. The evaluation process, inter alia, considers attendance of Directors at Board and Committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

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. 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.

The report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback was given to the Directors.

14. BOARD MEETING

During the year under review Board met on 12-05-2025, 20-08-2025; 12-11-2025, 02-01-2026 and 10-02-2026. There were 5 (five) board meetings held during FY2026, in accordance with the provisions of Companies Act, 2013.

The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

15. MEETING OF THE INDEPENDENT DIRECTORS

During FY 2026, one meeting of Independent Directors was held without the presence of the Executive Directors or Management Personnel on 10-02-2026. At such meeting, the Independent Directors have discussed, among other matters, the challenges faced by the Company, growth strategies, flow of information to the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.

16. COMMITTEES OF THE BOARD A. AUDIT COMMITTEE

The Audit Committee of the Board comprises of:

Name of Director	Designation	Category
Mr. Avijit Mallick	Chairperson	Independent Director
Mr. Haider Ali	Member	Independent Director
Mr. Shamba Bhanja	Member	Managing Director

During the year under review, there has been no instance where the recommendations of the Audit Committee have not been accepted by the Board. The terms of reference of the Audit Committee are in accordance with the provisions of the Companies Act, 2013 and in line with SEBI Listing Regulations although the provisions of the Listing Regulations relating to the Audit Committee are not applicable to the Company.

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board comprises of:

Name of Directors	Designation	Category
Mr. Avijit Mallick	Chairperson	Independent Director
Mr. Haider Ali	Member	Independent Director
Mrs. Soma Das	Member	Non-Executive Non-Independent Director

During the year under review, there has been no instance where the recommendations of the Nomination and Remuneration Committee have not been accepted by the Board. The terms of reference of the Nomination and Remuneration Committee are in accordance with the provisions of the Companies Act, 2013 and in line with SEBI Listing Regulations although the Listing Regulations relating to the Nomination and Remuneration Committee is not applicable to the Company.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Board comprises of:

Name of Directors	Designation	Category
Mr. Avijit Mallick	Chairperson	Independent Director
Mr. Haider Ali	Member	Independent Director
Mrs. Soma Das	Member	Non-Executive Non-Independent Director

During the year under review, there has been no instance where the recommendations of the Stakeholders Relationship Committee have not been accepted by the Board. The terms of reference of the Stakeholders Relationship Committee are in accordance with the provisions of the Companies Act, 2013 and in line with SEBI Listing Regulations although the Listing Regulations relating to the Stakeholders Relationship Committee is not applicable to the Company.

17. VIGIL MECHANISM

To meet the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has adopted a vigil mechanism known as the Whistle Blower Policy for directors and employees to report genuine concerns, which shall provide adequate safeguards against victimization of persons who use such mechanism. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Companys Code of Business Conduct, to management (on an anonymous basis, if employees so desire).

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employees reasonable belief that such conduct or practice has occurred or are occurring, reports such information or participates in the said investigation. The Whistle Blower Policy is displayed on the Companys website at www. euphoriainfotech.com.

No individual in the Company has been denied access to the Audit Committee or its Chairman during the FY2026.

18. APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has formulated and adopted a policy for the selection, appointment and remuneration of Directors and Senior Management Personnel, in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

The said policy, inter alia, lays down the criteria for determining qualifications, positive attributes, independence of Directors and other matters relating to the appointment and remuneration of Directors and Senior Management Personnel.

The Companys policy relating to the appointment, remuneration and discharge of duties of Directors is available on the website of the Company at www.euphoriainfotech.com.

19. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 relating to Corporate Social Responsibility were not applicable to the Company during the financial year under review.

20. RISK MANAGEMENT POLICY

The Company has established an appropriate Risk Management Framework commensurate with the nature, size and complexity of its operations. The framework is designed to facilitate the timely identification, assessment, monitoring and mitigation of risks that may have an adverse impact on the Companys business objectives and operations.

The Company has constituted an internal Risk Management Committee to oversee and monitor the risk management framework and to facilitate appropriate measures for identification and mitigation of key business risks. The Committee periodically reviews the identified risks and the effectiveness of the mitigation measures adopted by the Company.

The Board of Directors also reviews the Risk Management Framework and the key risks identified from time to time and ensures that appropriate measures are undertaken for their mitigation. Risk identification, assessment and mitigation are continuous processes, and the Company remains committed to strengthening its risk management practices in line with changes in the business environment and emerging risks.

Since the provisions relating to the preparation of a Corporate Governance Report are not applicable to the Company, the details of the Risk Management Committee and its terms of reference are disclosed separately in this Boards Report, wherever applicable.

21. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

M/s. Euphoria Infotech (Bangladesh) Private Limited is an associate of the Company. The Company does not have any subsidiary as on March 31, 2026. Accordingly, the statement containing the salient features of the financial statements of the associate in Form AOC-1 is annexed to this Report as "Annexure - 1".

Further, no entity ceased to be associate of the Company during FY2026.

22. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

Pursuant to Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide G.S.R. 111(E) on 16th February, 2015, Companies whose equity shares are listed on SME exchange as referred to in SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, are exempted from the compulsory requirements of adoption of Ind-AS w.e.f. 1st April, 2017. As your Company is listed on the SME Platform of BSE Limited, it is covered under the exempted category and not required to prepare its financial statements in accordance with Indian Accounting Standards (Ind AS).

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders have been passed by the Regulators, Courts, or Tribunals impacting the going concern status of the Company and its operations in future.

24. CORPORATE GOVERNANCE

The equity shares of the Company are listed on the SME Platform of BSE Limited. In terms of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the provisions of Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Paragraphs C, D and E of Schedule V of the SEBI LODR Regulations are not applicable to the Company.

The Company, however, complies with the applicable provisions of the Companies Act, 2013 relating to corporate governance. As a measure of good governance, the Company has voluntarily adopted appropriate governance practices, including the appointment of Independent Directors (including a Woman Director), constitution of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

The Board functions either directly or through its duly constituted Committees to oversee various aspects of the Companys operations and governance, thereby ensuring transparency, accountability and effective decision-making.

25. AUDITORS

A. STATUTORY AUDITORS & AUDITORS REPORT

Pursuant to Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Company at its 23^rd Annual General Meeting (AGM) held on July 26, 2023, had appointed M/s. Baid Agarwal Singhi & Co (FRN: 328671E), Chartered Accountants as Statutory Auditors to hold office from the conclusion of the 23rd AGM until the conclusion of the 28th AGM of the Company to be held in the year 2028. Accordingly, M/s. Baid Agarwal Singhi & Co, Chartered Accountants (FRN: 328671E), continue to hold office as the Statutory Auditors of the Company until the conclusion of the 28th AGM, as approved by the shareholders at the AGM held on July 26, 2023.

The Statutory Auditors Report is annexed to this Annual Report. The Statutory Audit Report does not contain any qualification, reservation, adverse remark or disclaimer issued by Statutory Auditors. The notes to the accounts referred to in the Auditors

Report are self-explanatory and, therefore, do not call for any further comments.

B. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed CS Niaz Ahmed (Membership No. F9432, CP No. 5965), Practicing Company Secretary, to carry out the Secretarial Audit of the Company for a period of five (5) years, commencing from 2025-26 to 2029-2030. He has over 25 years of the experience in the corporate law compliances, legal due diligence and audit, litigation, indirect taxes. The Secretarial Audit Report submitted by him for FY2025-26 is annexed herewith marked as "Annexure 3" to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, and, therefore, does not call for any further comments.

C. INTERNAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and on the recommendation of Audit Committee M/s. ABPP & Associates, Chartered Accountants (FRN No.328632E), was appointed as the Internal Auditor of the Company to conduct the internal audit of the Companys functions and activities for the Financial Year 2025-26 at such remuneration as may be mutually agreed upon between the Board of Directors, Audit Committee and Internal Auditors. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports the findings to the Audit Committee and the Board of Directors from time to time. There are no qualifications or adverse remarks of the Internal Auditor in the Report issued by them for the Financial Year 2025-26 which calls for any explanation from the Board of Directors.

26. SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

27. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

Internal Audit is conducted by an independent firm of Chartered Accountants. The internal audit reports are reviewed and discussed with the senior management team. The representatives of Statutory Auditors and the Internal Auditors are permanent invitees to the Audit Committee meetings. The measures as suggested by the Audit Committee are implemented as per the direction of the Audit Committee.

The controls comprise of: a) Officials of the Company have defined authority and responsibilities within which they perform their duty; b) All banking transactions are carried out under joint authorization, and no single individual is authorised to operate independently; c) Maker-checker system is in place. d) Any deviations from the previously approved matter require fresh prior approval.

28. DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the financial year under review, no fraud by the officers or employees of the Company has been reported by the Statutory Auditors or the Secretarial Auditor under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014 requiring disclosure under Section 134(3)(ca) of the Act.

29. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for the financial year ended March 31, 2026 is available on the Companys website at www.euphoriainfotech.com/ annualreturns.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans given, investments made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the Companies Act, 2013 are disclosed in the Notes of the Financial Statements for the financial year ended March 31, 2026.

31. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review. Further, the Company had no any outstanding amount required to be treated as deposits as atMarch 31, 2026.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into related party transactions in the ordinary course of business and on an arms length basis. All related party transactions are reviewed and approved by the Audit Committee and the Board, wherever applicable, and are in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year under review, there were no material contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013. The disclosure in Form AOC-2 as prescribed under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is annexed as "Annexure 2".

The Policy on Related Party Transactions as approved by the Board is available on the Companys website at www. euphoriainfotech.com

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy and technology absorption are not applicable to the Company as the Company is engaged in the IT activities. Further, the foreign exchange earnings and outgo for the financial year ended March 31, 2026 in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in the prescribed format are annexed hereto as "Annexure 4" and forms part of this report.

The particulars relating to conservation of energy and technology absorption as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company, having regard to the nature of its business of information technology services.

The particulars relating to foreign exchange earnings and outgo, as required under the aforesaid provisions, are set out in "Annexure-4", which forms part of this Report.

34. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The statement containing the names of the top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed in "Annexure-5" forming part of this report.

35. MAINTENANCE OF COST RECORDS AND COST AUDIT

The provisions relating to maintenance of cost records under Section 148(1) of the Companies Act, 2013 and the requirement of cost audit were not applicable to the Company during the financial year under review.

36. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, neither any application was made nor were any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

37. DETAILS OF DIFFERENCE BETWEEN AMOUNTS OF THE VALUATION

There was no one-time settlement by the Company with banks or financial institutions during the year under review. Therefore, the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while availing the loan from the Banks or Financial Institutions along with the reasons thereof are not applicable.

38. DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in Section 134(5) of the Companies Act, 2013 shall state that a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period. c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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, in the case of a listed company, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and f ) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

39. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Company Secretary is the Compliance Officer responsible for monitoring adherence to the said Code and the Regulations. The Code is displayed on the Companys website at www.euphoriainfotech.com.

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

The Company has a zero-tolerance policy for sexual harassment at the workplace and 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 framed thereunder. The Company has set up Internal Committee (IC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the rules framed thereunder. The Committee met once during the FY2026 on March 25, 2026.

There was no complaint pending at the beginning or at the end of FY2025-26. No complaints were received by the Committee during the FY2025-26.

41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the requirements of Regulation 34(2)(e) of SEBI (LODR) Regulations 2015, a "Management Discussion and Analysis Report" is set out as a separate section in this Annual Report which forms an integral part of this Annual report.

42. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, within thirty days after the expiry of seven years. Further, in accordance with the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years are also to be transferred to the Demat account of the IEPF Authority. During the year, there was no unclaimed or unpaid dividend and corresponding equity shares on which dividend remained unclaimed/unpaid for seven consecutive years which were required to be transferred as per the requirement of the IEPF Rules. Further, pursuant to the provisions of Section 124(6) of the Act read with the relevant Rules made thereunder, as there were no equity shares on which dividend had remained unpaid or unclaimed for seven (7) consecutive years or more, no shares were due for transfer to the IEPF as notified by the Ministry of Corporate Affairs.

43. MATERNITY BENEFIT ACT, 1961

The Company continues to uphold its commitment to the well-being of its employees, with a special focus on creating an inclusive and supportive workplace. In accordance with the Maternity Benefit Act, 1961, the Company has ensured full compliance with all applicable provisions, including paid maternity leave, work-from-home flexibility, and creche facilities (wherever applicable).

44. HUMAN RESOURCES

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain the best talent in the market and this is reflected in the Companys sustained growth. The Company is constantly working on providing the best working environment to its human resources. With this objective in place, the Company has formulated a comprehensive human resource strategy which addresses all key aspects of human resource development including: (i) Adoption of fair business practices; (ii) Promoting workforce diversity, development of performance-based compensation packages to attract and retain talent; (iii) Rewards and recognition and several best-in-class employee initiatives; and (iv) Delivery of training programs to improve technical, functional and managerial competence. The belief "Great People Create Great Organization" has been at the core of the Companys approach to its people.

45. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters 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.

- The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

46. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere gratitude to the Central Government, State Governments, statutory and regulatory authorities, financial institutions, bankers, business associates, customers, suppliers and all other stakeholders for their continued support, guidance and co-operation extended to the Company throughout the year. The Board places on record its deep appreciation for the dedication, commitment and hard work of the Companys employees at all levels. Their professionalism, perseverance and collective efforts have played a significant role in the growth of the Company, and in achieving the Companys operational and financial objectives during the year.

Your Directors also extend their heartfelt gratitude to the shareholders, particularly the public shareholders who reposed their confidence in the Company through its Initial Public Offering. The Board sincerely appreciates the trust and confidence of all shareholders and remains committed to creating sustainable long-term value while upholding the highest standards of corporate governance, transparency and ethical business practices.