FlySBS Aviation Ltd Directors Report

Dear Members,

The Board of Directors hereby submits the report of the business and operations of our Company, FlySBS Aviation Limited ("Company" or "FlySBS"), along with the audited financial statements, for the financial year ended March 31, 2026 (FY 2025-26).

1. FINANCIAL SUMMARY AND HIGHLIGHTS

(In Lakhs)

Particulars	FY 2025-26	FY 2024-25
Revenue from Operations	31,853.23	19,389.56
Other Income	1,558.91	148.82
Total Income	33,412.14	19,538.38
Total Expenses	25,320.63	15,638.60
Profit Before Tax (PBT)	8,091.51	3,899.78
Net Profit After Tax (PAT)	6,077.34	2,840.61
Basic / Diluted EPS (Rs )	38.76	24.65
Net Worth (Share Capital + Reserves)	31,368.26	15,037.67
Total Assets	39,153.58	19,183.58
Net Cash from Operating Activities	3,154.22	54.63
Closing Cash & Bank Balance	6,524.12	4,982.50

In FY 2025-26, for the year ended 31st March 2026, the Company achieved revenue from operations of Rs 31,853.23 lakhs, compared to Rs 19,389.56 lakhs in the previous year, reflecting strong growth. Including other income of Rs 1,558.91 lakhs, as against Rs 148.82 lakhs in the previous year, the total income stood at Rs 33,412.14 lakhs, compared to Rs 19,538.38 lakhs reported in the previous year.

Total expenses amounted to Rs 25,320.63 lakhs, up from Rs 15,638.60 lakhs in the previous year, driven mainly by higher operating costs and increased employee benefit expenses. After accounting for expenses, the Company recorded a Profit Before Tax of Rs 8,091.51 lakhs, compared to Rs 3,899.78 lakhs reported in the previous year.

Post tax provisions of Rs 2,014.17 lakhs as compared to Rs 1,059.17 lakhs in the previous year, the Net Profit for the year was Rs 6,077.34 lakhs, which is a significant improvement over Rs 2,840.61 lakhs in the previous year. Earnings per share (EPS) improved to Rs 38.76, up from Rs 24.65 in the previous year.

On the balance sheet front, the Companys Net Worth stood at Rs 31,368.26 lakhs as on 31st March 2026, marking a sharp increase from Rs 15,037.67 lakhs in the previous year, driven by internal accruals and equity infusion. Total assets rose to Rs 39,153.58 lakhs, compared to Rs 19,183.58 lakhs in the previous year.

Cash flow from operations remained positive at Rs 3,154.22 lakhs, compared to Rs 54.63 lakhs recorded in the previous year. The overall cash position increased to Rs 6,524.12 lakhs from Rs 4,982.50 lakhs in the previous year, supported by improved operating performance and financing activities.

Details of utilisation of proceeds from Initial Public Offer (IPO):

The Company got Listing Approval from NSE for Initial Public Offer of its Equity Shares of face value of Rs. 10/-each on August 08, 2025. The Company has issued 45,57,000 Equity Shares of Rs. 10/-each at a premium of Rs. 215/-each by way of Initial Public Offer ("IPO") and got listed on NSE SME Platform of National Stock Exchange of India Limited on August 08, 2025. Accordingly, these Audited Financial Statements for the year ended March 31, 2026 are drawn in accordance with the Regulations 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, as amended.

The details of utilisation of IPO proceeds as on March 31, 2026 is as follows:

Objects of the Issue (Rs in Lakhs)	Amount allocated for the object	Amount utilized upto March 31, 2026	Balance available in Bank Account
Funding Capital Expenditure towards acquisition of 6 Pre-Owned Aircraft on long term dry lease basis	8,047.24	6,881.57	1,165.67
Prepayment/Repayment, in full or part, certain outstanding borrowings availed by the Company.	727.60	727.60	-
Issue related expenses	499.09	499.09	-
General corporate expenses	979.32	909.50	69.82
Total	10,253.25	9,017.76	1,235.49

2. REVIEW OF OPERATIONS AND THE STATE OF THE COMPANYS AFFAIRS

The Company is engaged in the business of providing private, non-scheduled air charter services from India, focusing on delivering seamless air travel solutions to elite clientele. The Company is DGCA approved Non-Scheduled Airline Operator holding a valid Air Operator Permit. Our customer base includes entrepreneurs, senior corporate executives, politicians, diplomats, celebrities, and other VIPs, all of whom require tailored services to meet their specific travel needs. These demands often encompass flexible flight schedules, access to exclusive destinations, premium luxury amenities, privacy, and stringent security protocols. Our charter services cater to a range of specific travel needs, such as direct travel convenience, multi-destination within tight timeframes, or access to locations lacking commercial flight connectivity. Additionally, our services are frequently sought for critical purposes like medical emergencies, key business meetings, promotional events, and other high-priority engagements.

Our Company currently provides private air-chartering services in India with operating base located in Chennai, Tamil Nadu. We offer comprehensive air chartering services, operating dynamically across domestic and international routes. We have successfully flown clients to diverse destinations worldwide, spanning six continents. This includes routes to the far east in Japan, the Middle East, New Zealand, the Arctic regions of Europe and North America, and as far as Mauritania in Africa. Our operational reach demonstrates our ability to connect clients with a wide array of global destinations, fulfilling their unique travel requirements.

3. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in this Report, there have been no material changes and commitments affecting the financial position of the Company.

Further we would like to bring to your attention to the fact that the Companys equity shares are listed on the National Stock Exchange of India Limited ("NSE") EMERGE Platform on August 8, 2025.

4. DIVIDEND

Considering future growth prospects for the Company, the Board of Directors decided to retain the profits earned and therefore does not recommend any dividend for the FY 2025-26.

5. TRANSFER TO RESERVES

The Company has transferred Rs. 6,077.34 Lakhs to the General Reserve for the FY 2025-26.

6. CHANGE IN THE NATURE OF THE BUSINESS

During the FY 2025-26, there was no change in the nature of Business of the Company and continues to be in the same line of business as per the main object of the Company.

7. COST AUDIT

The provision of section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014 and Rule 14 of the Companies (Audit and Auditor) Rules, 2014 are not applicable to your Company.

8. SUBSIDIARY COMPANY, JOINT VENTURES AND ASSOCIATE COMPANIES

During the financial year under review, a Dubai subsidiary named FlySBS Aviation LLC was incorporated in February 2026.

9. CAPITAL STRUCTURE OF THE COMPANY

a. Authorised Capital

During the financial year 2025-26, the authorised capital of the Company remained intact as Rs. 25,00,00,000/- (Rupees Twenty Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakhs only) Equity shares of 10/-(Rupees Ten) each.

b. Paid-Up Capital

During the financial year 2025-26, due to Initial Public Offer ("IPO"), the Paid-up share capital of the Company increased from 12,74,67,510 (Rupees Twelve Crores Seventy-Four Lakhs Sixty-Seven Thousand Five Hundred and Ten only) divided into 1,27,46,751 (One Crore Twenty-Seven Lakhs Forty-Six Thousand Seven Hundred and Fifty-one) equity shares of Rs. 10 (Rupees Ten only) each to 17,30,37,510 (Rupees Seventeen Crore Thirty Lakhs Thirty Seven Thousand Five Hundred and Ten only) divided into 1,73,03,751 (One Crore Seventy Three Lakhs Three Thousand Seven Hundred and Fifty One only) equity shares of Rs.10/-(Rupees Ten) each.

10. DEPOSITS

The Company has not accepted or renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, during the year under review. However, the Company has filed Form DPT-3 in respect of certain amounts classified as ‘not deposits, in compliance with Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no disclosures are required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

11. BORROWINGS

As on March 31, 2026, an amount of Rs. 3,665.62 Lakhs was outstanding towards borrowings, which comprises of both secured and unsecured loans.

12. ISSUE OF SHARES, INCLUDING DISCLOSURE ABOUT ESOP AND SWEAT EQUITY SHARE

a. Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

b. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares

The Company has not issued any Bonus Shares during the year under review.

d. Employees Stock Option Plan

The Company has not granted any Employee Stock Option Plan during the year under review.

e. Initial Public Offer ("IPO")

The Company completed its Initial Public Offer (IPO) and its equity shares were listed on the NSE EMERGE Platform on August 08, 2025 as disclosed elsewhere in this Report.

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

The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

g. Issue of shares (including sweat equity shares) to employees of the Company under any scheme

The Company has not issued any shares (including sweat equity shares) to employees of the Company under any scheme.

13. CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

- Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding 25 Crore, as on the last day of the previous financial year;

- Listed entity which has listed its specified securities on the SME Exchange.

Since our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance were not applicable to the Company and it does not form the part of the Annual Report for FY 2025-26.

Additionally, Regulation 34(3) and Schedule V Para C and Para E of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

14. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF DIRECTORS

a. Board Members

S. No.	DIN	Name	Designation
1	00699855	Capt. Deepak Parasuraman	Managing Director
2	08202306	Mr. Kannan Ramakrishnan	Non-Executive Director
3	08539946	Mr. Amba Shankar	Whole-Time Director & Chief Executive Officer
4	10835371	Mr. Raghavan Vaidhyanathan	Independent Director
5	10813726	Mr. Krishnamurthy Raghuram	Independent Director
6	10710588	Ms. Mohan Divya	Independent Director

b. Board Meetings

The Board of the Company meets regularly to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses. Additionally, the board has also constituted management committee to carry out day-to-day activities and for taking prompt decisions/actions, efficient management and better administration and co-ordination.

The Company had 14 Board meetings during the financial year under review on:

S. No.	Date of Meeting	Board Strength	No. of Directors present
1.	April 08, 2025	6	6
2.	April 19, 2025	6	6
3.	April 29, 2025	6	6
4.	July 15, 2025	6	5
5.	July 22, 2025	6	5
6.	July 24, 2025	6	5
7.	July 25, 2025	6	5
8.	July 31, 2025	6	5
9.	August 05, 2025	6	5
10.	August 06, 2025	6	5
11.	August 19, 2025	6	6
12.	November 14, 2025	6	6
13.	December 01, 2025	6	6
14.	February 12, 2026	6	6

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

c. Independent Directors

S. No.	DIN	Name	Designation
1	10835371	Mr. Raghavan Vaidhyanathan	Non-Executive Independent Director
2	10813726	Mr. Krishnamurthy Raghuram	Non-Executive Independent Director
3	10710588	Ms. Mohan Divya	Non-Executive Independent Director

The Company has received necessary declaration from each Independent Director of the Company under the provisions of Section 149(7) of the Act and applicable provisions of the Listing Regulations, that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the criteria of independence as provided under the Act, Rules made thereunder read with applicable provisions of the Listing Regulations, and they are independent of the management and also possess requisite qualifications, experience, and expertise and hold highest standards of integrity. Further, there has been no change in the circumstances affecting their status as Independent Directors of the Company. The Board has taken on record the declarations of the Independent Directors, after undertaking due assessment of the veracity of the same.

d. Familiarization Program for Independent Directors

All Directors including Independent Directors are made familiar with their rights, roles and responsibilities in the Company at the time of appointment and also on a recurring basis.

e. Resignation, Cessation and Changes in Key Managerial Personnel

During the year under review, none of the Directors or Key Managerial Personnel have tendered their resignation and no person was appointed as a Director or Key Managerial Personnel of the Company.

Further, none of the Directors of your Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your directors have made necessary disclosures, as required, under various provisions of the Companies Act, 2013 and listing regulations.

f. Committees of the Board

The Company has constituted the following Committees of the Board of Directors:

i. Audit Committee

Pursuant to the provisions of Section 177 of the Companies Act, 2013, Composition of the Audit Committee is as follows:

S. No.	Name	Designation
1	Mr. Raghavan Vaidhyanathan	Chairperson
2	Mr. Kannan Ramakrishnan	Member
3	Mr. Krishnamurthy Raghuram	Member

Your Company has in place Whistle Blower Policy approved by Board of Directors in compliance with the provisions of Section 177 (10) of the Companies Act, 2013.

ii. Nomination and Remuneration Committee

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Composition of the Nomination and Remuneration Committee is as follows:

S. No.	Name	Designation
1	Mr. Raghavan Vaidhyanathan	Chairperson
2	Mr. Kannan Ramakrishnan	Member
3	Ms. Mohan Divya	Member

iii. Stakeholders Relationship Committee

Pursuant to the provisions of section 178(5) of the Companies Act, 2013, Composition of the Stakeholders Relationship Committee is as follows:

S. No.	Name	Designation
1	Mr. Raghavan Vaidhyanathan	Chairperson
2	Capt. Deepak Parasuraman	Member
3	Mr. Kannan Ramakrishnan	Member

iv. Corporate Social Responsibility Committee

Pursuant to the provisions of section 135 of the Companies Act, 2013, Composition of the Corporate Social Responsibility Committee is as follows:

S. No.	Name	Designation
1	Mr. Kannan Ramakrishnan	Chairperson
2	Mr. Ambashankar	Member
3	Mr. Krishnamurthy Raghuram	Member

v. Borrowings Committee

Based on the requirement by the Management, a Borrowings Committee was constituted under the Powers of the Board pursuant to the provisions of Section 179 of the Companies Act, 2013 in the Board meeting held on November 14, 2025. Composition of the Borrowings Committee is as follows:

S. No.	Name	Designation
1	Capt. Deepak Parasuraman	Chairperson
2	Mr. Kannan Ramakrishnan	Member
3	Mr. Ambashankar	Member

g. Committee Meetings

i. During FY 2025-26, the Audit Committee met 9 times on April 08, 2025, April 19, 2025, July 15, 2025, July 22, 2025, July 24, 2025, July 25, 2025, November 11, 2025, December 01, 2025 and February 12, 2026. The attendance of committee is tabled below:

S. No.	Date of Meeting	Mr. Raghavan Vaidhyanathan (Chairperson)	Mr. Kannan Ramakrishnan (Member)	Mr. Krishnamurthy Raghuram (Member)
1.	April 08, 2025	Present	Present	Present
2.	April 19, 2025	Present	Present	Absent
3.	July 15, 2025	Present	Present	Present
4.	July 22, 2025	Present	Present	Absent
5.	July 24, 2025	Present	Present	Present
6.	July 25, 2025	Present	Present	Present
7.	November 11, 2025	Present	Present	Present
8.	December 01, 2025	Present	Present	Present
9.	February 12, 2026	Present	Present	Present

ii. During the FY 2025-26, the Nomination and Remuneration Committee met 3 times on April 08, 2025, July 15, 2025 and November 14, 2025. The attendance of the committee is as tabled below:

S. No.	Date of Meeting	Mr. Raghavan Vaidhyanathan (Chairperson)	Mr. Kannan Ramakrishnan (Member)	Ms. Mohan Divya (Member)
1	April 08, 2025	Present	Present	Present
2	July 15, 2025	Present	Present	Present
3	November 14, 2025	Present	Present	Present

iii. During the FY 2025-26, the Stakeholders Relationship Committee met 1 time on March 27, 2026. The attendance of the committee is as tabled below:

S. No.	Date of Meeting	Mr. Raghavan Vaidhyanathan (Chairperson)	Capt. Deepak Parasuraman (Member)	Mr. Kannan Ramakrishnan (Member)
1	March 27, 2026	Present	Present	Present

iv. During the FY 2025-26, the Corporate Social Responsibility Committee met 2 times on February 12, 2026 and March 27, 2026. The attendance of the committee is as tabled below:

S. No.	Date of Meeting	Mr. Kannan Ramakrishnan (Chairperson)	Mr. Amba Shankar (Member)	Mr. Krishnamurthy Raghuram (Member)
1	February 12, 2026	Present	Present	Present
2	March 27, 2026	Present	Present	Present

v. During the FY 2025-26, the Borrowings Committee met 2 times on November 25, 2025 and February 25, 2026. The attendance of the committee is as tabled below:

S. No.	Date of Meeting	Capt. Deepak Parasuraman (Chairperson)	Mr. Kannan Ramakrishnan (Member)	Mr. Amba Shankar (Member)
1	November 25, 2025	Present	Present	Present
2	February 25, 2026	Present	Present	Present

h. Board Diversity

A diverse Board enables efficient functioning through differences in perspective and skill and also fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical background. The Company follows diverse Board structure.

i. Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2026, are as under:

S. No.	Name	Designation
1	Mr. S Sanjay	Chief Financial Officer
2	Mr. Saptharishi Narayanan	Company Secretary and Compliance Officer

j. Board Evaluation

The Companies Act 2013 states that a formal annual evaluation needs to be made by the Board and Schedule IV of the Companies Act 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The performance of the Board was evaluated by the Board and 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 flow, frequency of meetings and functioning etc. The performance of the Committees was evaluated by the Board and after seeking inputs from the Committee Members. 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. The Chairman was also evaluated on the key aspects of his role. In a separate Meeting of Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated.

15. DIRECTORS RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made for the same;

b) appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of 31st March 2026 and of the Profit of the Company for the year ended 31st March 2026;

c) proper and sufficient care have been taken for 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 annual accounts have been prepared on a going concern basis;

e) The Internal Financial Controls had been laid down, to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) 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.

16. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, a Management Discussion and Analysis Report is attached to the Annual Report.

17. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, are disclosed in the Notes to the Financial Statements.

18. RELATED PARTY TRANSACTIONS

With reference to Section 134(3)(h) of the Act, all contracts, and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were approved by the Audit Committee and wherever required, also by the Board of Directors.

Further, during the year, the Company had not entered into any contract or arrangement with related parties which could be considered ‘material (i.e. transactions entered into individually or taken together with previous transactions during the financial year, exceeding rupees one thousand crore or ten percent of the annual consolidated turnover as per the last audited financial statements of the Company, whichever is lower) according to the policy of the Company on materiality of Related Party Transactions.

The Company had entered transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, hence the disclosure under Form AOC-2 is applicable to the Company and annexed herewith.

You may refer to Related Party transactions in Note No. 26 of the Standalone Financial Statements for more details.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company was required to spend an amount of Rs. 38.01 lakhs towards CSR activities during the financial year.

While the entire amount was not spent on CSR activities during the financial year ended 31st March 2026, the Company, in accordance with the second proviso to Section 135(5) of the Act, subsequently contributed an aggregate amount of Rs 38.01 lakhs towards eligible CSR activities, comprising contributions to ‘Public Health Care during March 2026 and the ‘Prime Ministers Citizen Assistance and Relief in Emergency Situations (PM CARES) Fund during August 2026 which is covered under Schedule VII of the Act.

The transfer was made within the statutory timeline, i.e., on or before 30th September 2026, thereby ensuring full compliance with the applicable legal provisions.

The Annual Report on CSR activities and CSR compliance certificate by CFO is annexed and forms part of this report.

20. VIGIL MECHANISM / WHISTLE-BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has formulated a comprehensive Whistle-blower Policy in line with the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 with a view to enable the stakeholders, including Directors, individual employees to freely communicate their concerns about illegal or unethical practices and to report genuine concerns to the Audit Committee of the Company. The mechanism provides adequate safeguards against victimisation of Directors or employees who avail of the mechanism. The Vigil Mechanism has been placed on the website of the Company.

21. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.

During the year under review, your Company had not received any complaint.

22. WEBLINK FOR ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2026, will be made available on the Companys website and can be accessed at https://sbsaviation.in/investors/corporate-announcements/annual-return/.

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

i. Your Company is taking utmost care to conserve energy wherever possible.

ii. There was no technology absorption during the year under review.

iii. The foreign exchange earnings and outgo during FY 2025-26 are as follows:

Foreign Exchange Earnings -Rs. 27,617.90 lakhs

Foreign Exchange Outgo -Rs. 19,689.44 lakhs

24. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report pursuant to Regulation 34(2) (f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on 31st March, 2026.

25. MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on March 25, 2026. The Independent Directors at the meeting, inter-alia, reviewed the following:

- Performance of Non-Independent Directors and Board as a whole.

- Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Director.

- 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.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (‘IICA) towards the inclusion of their names in the data bank and they meet the requirements of proficiency self-assessment test. The Company has received declarations of independence in accordance with the provisions of the Act as well as the LODR Regulations from all the Independent Directors.

26. ADEQUACY OF INTERNAL CONTROLS AND COMPLIANCE WITH LAWS

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation were observed.

27. SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

28. REMUNERATION POLICY

The Company has, on the recommendation of the Nomination & Remuneration Committee, framed and adopted a Nomination and Remuneration Policy in terms of the Section 178 of the Act. The policy, inter alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel and senior management personnel of the Company. The Nomination & Remuneration Policy of the Company is available on the website of the Company.

29. NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES

None of the Independent/Non-Executive Directors have any pecuniary relationship or transactions with the Company which in the judgment of the Board may affect the independence of the Director.

30. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 and the Rules made thereunder are as follows:

Number of employees as on the closure of financial year:

Male	16
Female	5
Transgender	Nil

In terms of the proviso to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement containing the names and other particulars of employees drawing remuneration in excess of the limits prescribed under Rule 5(2) is available for inspection at the registered office of the Company during business hours. Any member interested in obtaining a copy thereof may write to the Company Secretary at the registered office of the Company.

Disclosure pursuant to section 197(12) of the companies act, 2013 read with rule 5(1) of the companies (appointment and remuneration of managerial personnel) rules, 2014 annexed herewith.

31. AUDITORS

a. Statutory Auditors

The shareholders of the Company at the 5th Annual General Meeting held on July 21, 2025 appointed M/s. A. John Moris & Co. (Firm Registration Number: 007220S), as the Statutory Auditors of the Company to hold office till conclusion of the 8th Annual General Meeting. The Company has received confirmation from them that their appointment is within the limits specified under the Act and are eligible to continue as Auditors of the Company.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement of obtaining a Secretarial Audit Report in Form MR-3 is applicable to every listed Company and such public companies which meet the prescribed thresholds of paid-up share capital or turnover. Therefore, M/s. S.A.E & Associates, LLP was appointed in the board meeting of the company held on 12.02.2025 to perform the duties of the Secretarial Auditors and the shareholders appointment is proposed at this ensuing Annual General Meeting. The aforementioned Secretarial Audit Report is annexed herewith.

c. Internal Auditors

M/s. KRMM & Associates (Firm Registration Number: 020764S) performs the duties of Internal Auditors of the Company.

32. AUDITORS REPORT

There are no disqualifications, reservations, adverse remarks or disclaimers in the auditors report and secretarial auditors report. The Auditors have not reported any frauds under sub-section (12) of section 143 of the Companies Act, 2013.

33. MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of Cost Records under Section 148(1) of the Companies Act, 2013 for the Company.

34. RISK MANAGEMENT POLICY

The Company has a Risk Management Policy towards Operations and Administrative affairs of the Company. The Directors review the Policy at regular intervals of time and ensure proper implementation of the Policy.

35. LISTING OF EQUITY SHARES

Our Companys shares were listed with National Stock Exchange of India Limited (NSE EMERGE platform) on August 08, 2025.

During the financial year 2025-26 under review, your Company had listed 45,57,000 equity shares issued through IPO with NSE.

Your Company has paid the requisite Annual Listing Fees for FY 2025-26.

36. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace. During FY 2025-26, the Company has not received any complaints of sexual harassment. The Company has formed Internal Complaint Committee to address issues pertaining to sexual harassment at workplace, during the period under the review no complaint has been received to Internal Complaint Committee. During FY 2025-26, there were no complaints received or pending.

Summary of sexual harassment complaints received and disposed of during the financial year:

Particulars	Details
Number of complaints received in the year	NIL
Number of complaints disposed off during the year	NIL
Number of cases pending for more than ninety days	NIL

37. DISCLOSURE RELATING TO LOANS AND ADVANCES TO FIRMS / COMPANIES IN WHICH DIRECTORS ARE INTERESTED BY NAME AND AMOUNT

During the financial year under review, your Company did not provide any loans / advances, to any Firms / Companies in which Directors are interested.

38. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR

During the financial year under review, there is no application made or any proceeding pending 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

During the financial year under review, our Company has not opted for any one-time settlement, hence disclosure under this clause is not applicable for the Company.

40. GENERAL DISCLOSURE

During the financial year under review, we have raised funds through Initial Public Offer (IPO).

Other than the above, there were no transactions requiring disclosure or reporting in respect of matters relating to:

a) issue of equity shares with differential rights as to dividend, voting or otherwise;

b) issue of shares (including sweat equity shares) to employees of the Company under any scheme;

c) instance of one-time settlement with any bank or financial institution.

41. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

During the financial year under review, pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to certificate of non-disqualification of directors is not applicable to our Company as the Company has listed its specified securities on the SME Exchange but the company wishes to submit it voluntarily and annexed herewith.

42. COMPLIANCES WITH RESPECT TO THE MATERNITY BENEFIT ACT, 1961

During the financial year under review, our Company has complied with provisions relating to The Maternity Benefit Act, 1961.

43. ACKNOWLEDGMENTS

Our Directors take this opportunity to acknowledge all stakeholders of the Company viz members, customers, suppliers, bankers, business partners/associates, financial institutions and various regulatory authorities for their consistent support/encouragement to the Company.

For and on behalf of the Board of Directors

Sd/-

Capt. Deepak Parasuraman

Managing Director

DIN:00699855

Sd/-

Mr. Ambashankar

Whole-Time Director & Chief Executive Officer

DIN:08539946

Place: Chennai

Date: September 01, 2026