Icodex Publishing Solutions Ltd Directors Report

To

The Members,

Icodex Publishing Solutions Limited

Address: VistaCore Bldg, 3rd floor, plot No 29, Kalyani Nagar,

Yerwada T.S., Pune City, Maharashtra, India, 411006

Your Board of Directors are pleased to present the Board Report on the business and operations of the Company, together with the audited financial statements for the financial year ended March 31, 2026.

1. FINANCIAL RESULTS

This report is prepared on the basis of standalone Financial Statements of the Company.

(Amount in Lakhs)

Particulars	F.Y 2025-2026 1	F.Y 2024-2025
Revenue from operations (Net)	2,593.13	2,187.75
Add: Other income	67.21	20.14
Total Income	2,660.34	2,207.89
Less: Expenses (Excluding Exceptional Items and Taxes)	1,634.19	926.09
Profit before exceptional items, extra-ordinary items and taxes	1,026.15	1,281.79
Less: Exceptional Items	--	--
Profit before taxes	1,026.15	1,281.79
Less: Current tax	300.00	237.74
Less: MAT Credit Entitlement/Utilised	--	124.24
Less: Deferred Tax	16.77	23.71
Less: Excess Provisions for earlier years	--	0.44
Profit/(Loss) after taxes	709.38	895.66
Earnings Per Share (Basic)	4.93	7.32
Earnings Per Share (Diluted)	4.93	7.32

2. STATE OF COMPANYS AFFAIRS

During FY 2025-26, Icodex Publishing Solutions Limited continued to focus on providing IT and IT-enabled services through its proprietary publishing technology platforms, SaaS solutions and AI-based IT tools. The Company provides solutions for stakeholders in the publishing industry including authors, publishers and peer reviewers.

The Company recorded revenue from operations of Rs. 2,593.13 lakhs and other income of Rs. 67.21 lakhs during the year, resulting in total revenue of Rs. 2,660.34 lakhs. Profit before tax stood at Rs. 1,026.15 lakhs and profit after tax was Rs. 709.38 lakhs for the year ended 31 March 2026.

During the year, the Company continued development and enhancement of its digital platforms and technology solutions. Capital work-in-progress of Rs. 745.95 lakhs was recognized towards development of various digital platforms aimed at enhancing research, publishing and journal management processes. Key initiatives include EAssistant+, Article Review Platform, FlexyPage and JSLD platforms.

3. CHANGE IN NATURE OF BUSINESS

During the period under consideration, there has been no change in the nature of business of the Company.

4. AMOUNT PROPOSED TO BE CARRIED TO ANY RESERVES

The Company has not transferred any amount to Reserves in terms of Section 134(3)(j) of the Companies Act, 2013.

5. DETAILS OF CHANGES IN CAPITAL STRUCTURE OF THE COMPANY

During the year under review, the Authorised Share Capital remains unchanged. However, the paid-up share capital of the Company has been increased by Rs. 3,39,60,000/- (Indian Rupees Three Crore Thirty-Nine Lakhs Sixty Thousand Only), accordingly the Paid-up Share Capital as on the 31st of March 2026 is Rs. 15,63,70,200/- (Indian Rupees Fifteen Crore Sixty- Three Lakhs Seventy Thousand and Two Hundred Only).

Following are the details of increase in paid up capital of the Company:

During the financial year under review, the Company successfully completed its Initial Public Offering (IPO) comprising a Fresh Issue of 33,96,000 Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 102/- per Equity Share. The IPO also included an Offer for Sale of 7,24,800 Equity Shares by the Selling Shareholders.

Pursuant to the allotment of 33,96,000 Equity Shares under the Fresh Issue, the paid-up equity share capital of the Company increased accordingly. The Equity Shares of the Company were subsequently listed and admitted for trading on the SME Platform of BSE Limited with effect from 19 August 2025.

6. DIVIDEND

During the year under review, the Company has not declared any dividend for FY 2025-26.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

No amount is to be transferred to Investor Education and Protection Fund, as there is no unclaimed or unpaid dividend lying with the Company during the year under report which is required to be transferred to IEPF.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture and Associate Companies during the year under review.

9. BOARD OF DIRECTORS

The Board of Directors of the Company is duly constituted. Based on the disclosures provided by the directors of the Company in pursuance to the provisions of Section 164 of the Companies Act, 2013, none of the Directors of the Company is found to be disqualified.

The strength of the Board of Directors as on 31st March 2026 was Four Directors, as follows;

Sr. No.	Name	Designation	DIN	Date of Appointment
1.	Kamalakkannan Govindaraj	Managing Director	08144289	28/05/2018
2.	Chetan Shankarlal Soni	Whole-Time Director	00734127	28/05/2018
3.	Venkata Subbarao Kalva	Independent Director	08043883	05/06/2024
4.	Shilpa Kiran Gududur	Independent Director	09067581	05/06/2024

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.

Additionally, during the year under review, Mr. Anand Pravin Pande, Director of the Company (DIN: 07245254) resigned from the post of directorship of the Company with effect from 04th March 2026. The Board is grateful to him for the services he has rendered during his tenure as a Director of the Company.

10. MEETING OF BOARD OF DIRECTORS

The Board meets at regular intervals to review the Companys business and discuss its strategy and plans. Dates for Board meetings are decided in advance. During the year under review, Eight (08) Board meetings were convened and held. The maximum interval between the meetings did not exceed the period prescribed under the Companies Act, 2013.

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present	Name of Directors Present
1.	18/04/2025	5	5	• Kamalakkannan Govindaraj
				• Chetan Shankarlal Soni
				• Venkata Subbarao Kalva
				• Shilpa Kiran Gududur
				• Anand Pravin Pande
2.	13/05/2025	5	5	• Kamalakkannan Govindaraj
				• Chetan Shankarlal Soni
				• Venkata Subbarao Kalva
				• Shilpa Kiran Gududur
				• Anand Pravin Pande
3.	08/07/2025	5	4	• Kamalakkannan Govindaraj
				• Venkata Subbarao Kalva
				• Shilpa Kiran Gududur
				• Anand Pravin Pande
4.	04/08/2025	5	5	• Kamalakkannan Govindaraj
				• Chetan Shankarlal Soni
				• Venkata Subbarao Kalva
				• Shilpa Kiran Gududur
				• Anand Pravin Pande
5.	13/08/2025	5	4	• Kamalakkannan Govindaraj
				• Chetan Shankarlal Soni
				• Venkata Subbarao Kalva
				• Shilpa Kiran Gududur
6.	14/08/2025	5	5	• Kamalakkannan Govindaraj
				• Chetan Shankarlal Soni
				• Venkata Subbarao Kalva
				• Shilpa Kiran Gududur
				• Anand Pravin Pande
7.	14/11/2025	5	5	• Kamalakkannan Govindaraj
				• Chetan Shankarlal Soni
				• Venkata Subbarao Kalva
				• Shilpa Kiran Gududur
				• Anand Pravin Pande
8.	11/03/2026	4	4	• Kamalakkannan Govindaraj
				• Chetan Shankarlal Soni
				• Venkata Subbarao Kalva
				• Shilpa Kiran Gududur

Further, subsequent to the end of the Financial Year, Mr. Vishnu Prasad (DIN: 06513249) was appointed as an Additional Independent Director on the Board of Directors of the Company with effect from 15th May 2026, to hold office up to the date of the ensuing Annual General Meeting of the Company. In the opinion of the Board of Directors, Mr. Vishnu Prasad (DIN: 06513249) possesses the requisite qualifications, skills and experience, which would be beneficial to the Company. The Board is of the view that the Company would continue to benefit from his knowledge, expertise and experience in his capacity as an Independent Director.

Accordingly, the Directors recommend the resolution relating to the appointment of Mr. Vishnu Prasad (DIN: 06513249) as an Independent Director of the Company for approval by the Members at the ensuing Annual General Meeting.

11. MEETINGS OF THE COMMITTEES:

During the year under review, the Company had below Committees in place as per the provisions of the Companies Act, 2013

A. AUDIT COMMITTEE:

The Company has constituted a qualified and independent Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013, read with the applicable provisions of the Companies (Meetings of Board and its Powers) Rules, 2014. The composition of the Audit Committee and its terms of reference are in compliance with the applicable provisions of the Companies Act, 2013. The Audit Committee assists the Board in discharging its responsibilities relating to financial reporting, internal controls, audit processes and other matters as prescribed under the Act.

The Audit Committee has adopted a Charter for its functioning. The primary objective of the Committee is to monitor and provide effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity, and quality of financial reporting. During the year under review, the Board accepted all recommendations made by the Audit Committee.

The Audit committee of the Company comprises of following Directors as on 31st March 2026 as follows:

SR. NO.	DIN	NAME OF MEMBER	DESIGNATION	POSITION
1.	08144289	Kamalakkannan Govindaraj	Managing Director	Member
2.	08043883	Venkata Subbarao Kalva	Independent Director	Member
3.	09067581	Shilpa Kiran Gududur	Independent Director	Chairperson

The Audit Committee met 3 (Three) times during the year under review. The necessary quorum was present at all meetings.

Following are the details of the attendance of each of the members of the Audit Committee at its Meeting held during the year under review:

Sr. No.	Date of meeting	Committee Strength	Name of members present
1.	08th July 2025	03	1. Kamalakkannan Govindaraj
			2. Venkata Subbarao Kalva
			3. Shilpa Kiran Gududur
2.	14th November 2025	03	1. Kamalakkannan Govindaraj
			2. Venkata Subbarao Kalva
			3. Shilpa Kiran Gududur
3.	11th March 2026	03	1. Kamalakkannan Govindaraj
			2. Venkata Subbarao Kalva
			3. Shilpa Kiran Gududur

B. NOMINATION AND REMUNERATION COMMITTEE:

The composition of the Nomination and Remuneration Committee and terms of reference are in compliance with the provisions of Section 178 of the Act.

The Nomination and Remuneration Policy of the Company contains the guidelines on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3). Mr. Anand Pravin Pande (DIN: 07245254) resigned from the directorship of the Company with effect from 4th March 2026. Consequently, the composition of the Nomination and Remuneration Committee did not meet the requirements prescribed under Section 178 of the Companies Act, 2013. However,

subsequent to the end of the financial year, Mr. Vishnu Prasad (DIN: 06513249) was appointed as an Additional Independent Director and was also appointed as a member of the Nomination and Remuneration Committee with effect from 15th May 2026, thereby bringing the composition of the Committee in line with the applicable statutory requirements.

The Nomination and Remuneration committee of the Company comprises of following Directors as on 31st March 2026 as follows:

SR. NO.	DIN	NAME OF MEMBER	DESIGNATION	POSITION
1.	08043883	Venkata Subbarao Kalva	Independent Director	Chairperson
2.	09067581	Shilpa Kiran Gududur	Independent Director	Member

Following is the detail of the attendance of each of the members of the Nomination and Remuneration Committee at its Meeting held during the year under review:

Sr. No.	Date of meeting	Committee Strength	Name of members present
1.	18th April 2025	03	1. Anand Pravin Pande
			2. Venkata Subbarao Kalva
			3. Shilpa Kiran Gududur
2.	13th May 2025	03	1. Anand Pravin Pande
			2. Venkata Subbarao Kalva
			3. Shilpa Kiran Gududur
3.	14th November 2025	03	1. Anand Pravin Pande
			2. Venkata Subbarao Kalva
			3. Shilpa Kiran Gududur
4.	11th March 2026	02	1. Venkata Subbarao Kalva
			2. Shilpa Kiran Gududur

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The composition of the Stakeholders Relationship Committee and terms of reference are in compliance with the provisions of Section 178 (5) of the Companies Act, 2013.

The Stakeholders Relationship Committee of the Company comprises of following Directors as on 31st March 2026 as follows:

SR. NO.	DIN	NAME OF MEMBER	DESIGNATION	POSITION
1.	08043883	Venkata Subbarao Kalva	Independent Director	Chairperson
2.	09067581	Shilpa Kiran Gududur	Independent Director	Member
3.	00734127	Chetan Shankarlal Soni	Whole-Time Director	Member

Following is the detail of the attendance of each of the members of the Stakeholders Relationship Committee at its Meeting held during the year under review:

Sr. No.	Date of meeting	Committee Strength	Name of members present
1.	18th April 2025	03	1. Chetan Shankarlal Soni
			2. Venkata Subbarao Kalva
			3. Shilpa Kiran Gududur

12. CHANGES IN THE KEY MANAGERIAL PERSONNEL OF THE COMPANY:

During the financial year under review, the following changes took place in the Key Managerial Personnel of the Company:

• Mr. Vaibhav Ashok Rupnar (PAN: AGQPR4390G) resigned from the position of Chief Financial Officer (CFO) of the Company with effect from the closure of the business hours on 04th March 2026. The Board places on record its sincere appreciation for his valuable contributions and dedicated services rendered to the Company during his tenure and wishes him success in his future endeavours.

• CS Mohini Talhar (Membership No.: A62080) resigned from the position of Whole-time Company Secretary and Compliance Officer of the Company with effect from the close of business hours on 04 March 2026. The Board places on record its sincere appreciation for her valuable contributions and dedicated services rendered to the Company during her tenure and wishes her success in her future endeavours.

• CS Nandini Kanak Shah (Membership. No. A79747) was appointed as the Whole-time Company Secretary and Compliance Officer of the Company with effect from 11 March 2026, in accordance with the provisions of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board extends a warm welcome to her and looks forward to her valuable contribution to the Company.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, the Board of Directors hereby confirm that:

a. In the preparation of the annual accounts for the year ended 31st March 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed along with proper explanation relating to material departures.

b. Appropriate accounting policies have been selected and applied consistently and made judgements and estimates that are reasonable and prudent so as to reasonable give a true and fair view of the state of the affairs of the company at the end of the financial year.

c. Proper and sufficient care has been taken for the maintenance of the 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. That they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively

f. Proper systems to ensure compliance with the provisions of all applicable laws had been devised and were in place and such systems were adequate and operating effectively.

14. BOARD EVALUATION:

Pursuant to the applicable provisions of the Companies Act, 2013, including Section 134(3)(p) and the principles set out in Schedule IV, the Company has undertaken a formal annual evaluation of the performance of the Board as a whole, its Committees and individual Directors, including the Chairman, Managing Director, Whole-time Director, Independent Directors and Non-Independent Directors.

1. Evaluation Process and Criteria

The performance evaluation was carried out through a structured feedback and evaluation process based on various parameters, including leadership, participation and contribution, strategic guidance, quality of deliberations, decision- making, governance practices, understanding of the Companys business and effectiveness in discharging respective roles and responsibilities.

The evaluation of the Board and its Committees also considered their overall effectiveness, functioning, quality of discussions, adherence to their respective terms of reference and contribution towards the effective functioning of the Company.

2. Findings and Outcome

The evaluation process indicated that the Board and its Committees were functioning effectively and in a collaborative manner, with the Directors demonstrating commitment and active participation in the affairs of the Company.

The Chairman was evaluated with regard to his leadership, effectiveness in facilitating Board discussions, strategic guidance and coordination between the Board and management. The Board noted his contribution while also emphasising the importance of greater delegation of routine operational responsibilities and strengthening of the second level of management, including timely appointment of appropriate senior personnel.

The Managing Director and Whole-time Director were evaluated on the basis of their leadership, strategic direction, operational oversight and contribution towards achieving the Companys objectives. The evaluation highlighted the need for greater focus on strategic planning, effective execution of business plans, delegation of routine operational matters, strengthening of management structures and clear segregation of roles and responsibilities.

The Independent Directors were evaluated with regard to their objectivity, expertise, participation, strategic inputs and contribution to Board and Committee deliberations. The Board acknowledged their constructive guidance and suggestions, particularly with respect to the Companys long-term strategic objectives, strengthening of management capabilities and sustainable growth.

The Non-Independent Directors were evaluated based on their participation, business understanding, leadership and contribution to the deliberations and decision-making of the Board.

3. Conclusion

The Board was satisfied with the overall performance and contribution of the Board, its Committees and individual Directors during the year. The evaluation provided valuable insights for further strengthening the Companys governance framework, strategic planning, delegation of responsibilities and overall effectiveness of the Board and management.

15. SIGNIFICANT EVENTS DURING THE YEAR:

Initial Public Offering of Equity Shares of the Company and Listing on SME Platform of BSE:

During the financial year under review, the Company successfully completed its Initial Public Offering (IPO) comprising a Fresh Issue of 33,96,000 Equity Shares and an Offer for Sale of 7,24,800 Equity Shares by the Selling Shareholders, at an issue price of Rs. 102 per Equity Share.

Pursuant to the successful completion of the IPO, the Equity Shares of the Company were listed and admitted to trading on the SME Platform of BSE Limited with effect from 19 August 2025. The IPO was well received by investors, reflecting their confidence in the Companys business model, management, growth strategy and future prospects.

The proceeds from the Fresh Issue are being utilised towards the objects of the issue as stated in the Prospectus, in compliance with the applicable provisions of the Companies Act, 2013 and the regulations of the Securities and Exchange Board of India (SEBI). The Board places on record its sincere appreciation to the shareholders, investors, merchant bankers, legal advisors, intermediaries, regulatory authorities and all other stakeholders for their continued trust, support and cooperation, which contributed to the successful completion of the IPO and the Companys listing on the SME Platform of BSE Limited.

16. STATUTORY AUDITORS

M/s JMMK & Co., Chartered Accountants (Firm Registration No. 120459W), are the Statutory Auditors of the Company and hold office until the conclusion of the Annual General Meeting to be held in the year 2029, pursuant to their appointment in accordance with the provisions of the Companies Act, 2013. The Company has received confirmation from statutory auditors that they are eligible to continue as a statutory auditor of the Company.

17. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their Report. The Auditors Report is self-explanatory in nature. Therefore, boards comments are not required.

18. INTERNAL AUDITORS

M/s. PSSJ & Co LLP Chartered Accountants are appointed as Internal Auditors of the Company for the financial year 2025-2026 as per the provisions of Section 138 of the Companies Act, 2013. The Internal Audit Report issued by M/s. PSSJ & Co LLP Chartered Accountants is annexed to this Report as Annexure - I and forms an integral part of this Report

19. COST AUDITORS

During the period under review, your Company does not fall within the ambit of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, hence maintenance of cost accounting records is not applicable to the Company and therefore no cost auditor was required to be appointed.

20. 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 Board of Directors has appointed M/s KPRC & Associates, Company Secretaries in Practice (Registration No. P2013MH030600), to conduct the Secretarial Audit of the Company for the financial year ended 31st March 2026.

Below are the observations along with Managements Response The Secretarial Audit Report issued by M/s KPRC & Associates in Form MR-3.

Sr No.	Particulars	Observations/Remarks	Managements Response
1.	Listing of Shares on BSE SME Platform ? IPO Allotment and Compliance	The Company completed its Initial Public Offering and allotted 41,20,800 equity shares on 14/08/2025 (SRN: AC0012987) at Rs. 102/- per share (Face Value Rs. 10/- + Premium Rs. 92/-) after obtaining necessary shareholder approval dated 29/08/2024. Shares were listed on BSE SME Platform.	The Company acknowledges the observation. Since the securities of the Company are listed on the BSE SME Platform and the Company falls within the exemption provided under Regulation 15(2)(a) of the SEBI LODR Regulations, the provisions of Regulation 27(2) are not applicable to the Company. The Company has accordingly given the said declaration for exemption provided under Regulation 15(2) of the said Regulations to BSE on 16th April 2026 for FY 2026-27.
		Since the Company is listed on the SME Platform, the provisions of Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to submission of the Corporate Governance Report are not applicable to the Company, in accordance with the exemption provided under Regulation 15(2)(a) of the said Regulations. However, the Prospectus of the Company had stated that Regulation 27(2) is applicable to the Company.
		Further, the Company had not obtained a Certificate of Non-Applicability of Regulation 27(2) for the relevant reporting period in accordance with Regulation 15(2) (a) of the SEBI LODR Regulations.
2.	Resignation of Company Secretary in Whole-Time Employment CS Mohini Ajay Talhar	During the year under review, CS Mohini Ajay Talhar (ACS: A62080), the Whole-time Company Secretary and Compliance officer of the Company resigned via resignation letter dated 04/03/2026 to pursue better growth opportunities for personal and professional advancement. Form DIR-12 has been duly filed on record.	The delay in making the requisite disclosure to BSE Limited was inadvertent. The Company subsequently submitted the reason for the delayed disclosure to BSE Limited on 10th March 2026. The Company has taken note of the applicable disclosure requirements and shall ensure strict adherence to the prescribed timelines for making disclosures relating to changes in Key Managerial Personnel and other applicable events to the Stock Exchange in future.
		However, the Company delayed the intimation of her resignation to BSE Limited. As per Regulation 30 of the SEBI (LODR) Regulations, 2015 read with Para A(7) of Part A of Schedule III, the change/resignation of a Key Managerial Personnel is required to be disclosed to the Stock Exchange within 24 hours of the resignation coming into effect. Accordingly, the delay of 4 days in making the requisite disclosure to BSE Limited was observed.
3.	Resignation of Chief Financial Officer of the Company. Mr. Vaibhav Rupnar	During the year under review, Mr. Vaibhav Rupnar, the Chief Financial Officer of the Company, resigned via resignation letter dated 04/03/2026 due to preoccupations. Form DIR-12 has been duly filed on record.	The delay in making the requisite disclosure to BSE Limited was inadvertent. The Company subsequently submitted the reason for the delayed disclosure to BSE Limited on 10th March 2026. The Company has taken note of the applicable disclosure requirements and shall ensure strict adherence to the prescribed timelines for making disclosures relating to changes in Key Managerial Personnel and other applicable events to the Stock Exchange in future.
		However, the Company delayed the intimation of his resignation to BSE Limited. As per Regulation 30 of the SEBI (LODR) Regulations, 2015 read with Para A(7) of Part A of Schedule III, the change/resignation of a Key Managerial Personnel is required to be disclosed to the Stock Exchange within 24 hours of the resignation coming into effect. Accordingly, the delay of 4 days in making the requisite disclosure to BSE Limited was observed.
4.	Structured Digital Database (SDD) under PIT Regulations.	Based on the records and documents made available for our verification, the Company had implemented and availed the facility for maintaining a Structured Digital Database ("SDD”) during the Initial Public Offer (IPO) process. However, upon review of the SDD records for the financial year under review, it was observed that no entries had been recorded in the SDD during the year.	The Board notes the observation. The Company shall ensure that the Structured Digital Database (“SDD”) is appropriately maintained and updated on a timely basis in accordance with Regulation 3(5) of the SEBI PIT Regulations, including recording the requisite details of persons with whom UPSI is shared and the nature of UPSI shared, wherever applicable. The Company is currently in the process of completing the SDD entries for FY 2025-26 and shall ensure continued compliance with the applicable requirements going forward.
		In terms of Regulation 3(5) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("SEBI PIT Regulations”), every listed entity and every person required to handle Unpublished Price Sensitive Information (“UPSI”) is required to maintain a structured digital database containing the nature of UPSI and the details of persons sharing and receiving such UPSI, along with their PAN or other legally recognised identifiers. The requirement is applicable to SME listed entities as well, being listed entities whose securities are listed on a recognised stock exchange.
5.	SMARTODR (Online Dispute Resolution) Portal	Listed companies are required to participate in the Online Dispute Resolution mechanism through the SMART ODR Portal by SEBI Master Circular SEBI/ HO/OIAE/OIAE_IAD-3/P/CIR/2023/195 dated July 31, 2023.	The delay in completing the verification and activation of the Companys account on the SMART ODR Portal was inadvertent. The Company has subsequently completed the requisite verification and activation process, and the Companys account on the SMART ODR Portal stands verified and activated as on the date of passing of this resolution. The Company shall ensure continued compliance with the applicable requirements in this regard.
		Based on the records made available for our review, it was observed that the Company had not completed the verification and activation of its account on the SMART ODR (Online Dispute Resolution) Portal during the period under review.
6.	Related Party T ransactions - Audit Committee and Board Approvals	All Related Party Transactions entered into during the financial year were in the ordinary course of business and on an arms length basis.	The Related Party Transactions entered into during the financial year were in the ordinary course of business and on an arms length basis. The said transactions were subsequently placed before and ratified by the Audit Committee and the Board of Directors at their respective meetings held on 11th March 2026. The Company has taken note of the requirement for obtaining the requisite prior approvals, wherever applicable, and shall ensure compliance with the prescribed approval requirements in respect of Related Party Transactions in future.
		However, the requisite prior approvals of the Audit Committee and Board of Directors, as applicable, were not obtained before entering into the said transactions.
		The said Related Party Transactions were subsequently placed before and ratified by the Audit Committee and Board of Directors at their respective meetings held on 11/03/2026.
7.	Maintenance of Statutory Registers	Statutory Registers including Register of Loans/ Investments (Sec. 186), Register of Charges (Sec. 85), Register of Members (Sec. 88), and Register of Directors & KMP (Sec. 170) have been verified and found maintained as required. No material deficiencies were noted.	The Board notes the observation. The Company shall ensure that the Register of Contracts and Arrangements in which Directors are interested, as required under Section 189 of the Companies Act, 2013, is duly maintained and updated in accordance with the applicable provisions.
		However, the Company has not maintained Register of Contracts as required under Section 189 of Companies Act, 2013.
8.	Variation in utilisation of IPO Proceeds	As per the Monitoring Agency Report for the quarter ended 31 March 2026, the Company had utilised an amount of Rs. 1.34 crore towards interior works of the office purchased, which was not in line with the objects of the Issue as disclosed in the Offer Document and, accordingly, constituted a deviation from the stated objects of the Issue.	The Board notes the observation. The deviation in utilisation of the IPO proceeds was subsequently placed before the Members of the Company, and the Members approved the change in the objects of utilisation of the IPO proceeds on 14th August 2026. The Company shall ensure that utilisation of the IPO proceeds is undertaken in accordance with the objects of the Issue and the applicable regulatory requirements.
		Subsequently, the Company obtained the approval of its shareholders on 14th August 2026 for ratification of the change in the objects of the utilisation of the IPO proceeds.
9.	Composition of ICC	The Board has adopted the POSH Policy at its meeting held on 05/12/2024. However, the Internal Committee (IC), as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, has not been constituted by the Company.	The Board notes the observation and shall ensure constitution of the Internal Committee in accordance with the provisions of the applicable law and the requirements prescribed under the POSH Act.

The Secretarial Audit Report issued by M/s KPRC & Associates in Form MR-3 is annexed to this Report as Annexure - II and forms an integral part of this Report.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186

During the year there were no loans, guarantees and investment by the Company.

22. DETAILS OF CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to the provisions of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the report on CSR activities undertaken and CSR Expenditure incurred by the Company during the FY 2025-26 is annexed as Annexure III to the Report.

23. PARTICULARS OF CONTRACT OR ARRANGEMENT MADE WITH RELATED PARTIES

Particulars of contract or arrangement made with related parties referred to in Section 188(1) of the Companies Act 2013; in prescribed form AOC-2 is appended as Annexure IV to the Report.

24. LOANS FROM DIRECTORS AND THEIR RELATIVES

The Company has availed an unsecured loan from its Directors and their relatives, the Directors and their relatives have furnished a Declaration stating that the above said amount is not being given out of funds acquired by him through borrowing or by accepting loans or deposits from others, hence the accepted sum shall not fall under the provisions of Section 73 of the Companies Act, 2013 read with Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014.

25. PUBLIC DEPOSITS

The Company has not accepted any deposits from public and therefore the details relating to the deposits covered under Chapter V of the Companies Act, 2013 are not required to be furnished.

26. STATEMENT ON INTERNAL FINANCIAL CONTROL

The Board is responsible for establishing and maintaining adequate internal financial control with reference to the financial statements of the Company as per section 134

of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014.

The Board has laid down process designed by the Companys principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control over financial reporting includes those policies and procedures that -

1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and

3. provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.

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

As required under Section 134(2) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo is as follows:

A. Conservation of Energy:

The Company has not done any conservation of energy during the year under review.

B. Technology Absorption:

The Company operates in the technology and IT-enabled services sector and continues to focus on technology absorption, innovation and development of digital solutions.

During FY 2025-26, the Company undertook development and enhancement of technology platforms including EAssistant+, Article Review Platform, FlexyPage and JSLD. These platforms are designed to improve manuscript preparation, editorial workflow, publishing automation, journal management and digital content processing.

The Company also continued development of its proprietary publishing solutions and AI-based tools, including platforms such as iCAPP, iLang, iRef and other digital publishing workflow solutions, with the objective of improving efficiency and automation in publishing processes.

C. Foreign Exchange earnings and Outgo:

Following were the foreign exchange earned in terms of actual inflows and foreign exchange outgo during the year in terms of actual outflows:

(Amount in INR Lakhs)

Sr No.	Particulars	FY 2025-26	FY 2024-25
1.	Foreign Exchange Earnings	654.73	914.92
2.	Foreign Exchange Outgo	--	--

28. REMUNERATION RATIO AND OTHER DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company provides the following disclosures relating to remuneration of Directors and employees:

• During the financial year, the Company had 127 permanent employees on its rolls.

• Ratio of remuneration of Directors to median remuneration of employees and percentage increase in remuneration:

Sr No.	Name of Director/KMP	Designation	Remuneration for FY 2025-26 (Rs. in lakhs)	Remuneration for FY 2024-25 (Rs. in lakhs)	Ratio of remuneration to median remuneration of employees	Increase/ (Decrease) in remuneration
1.	Mr. Kamalakkannan Govindaraj	Chairman and Managing Director	43.50	27.00	17.42:1	61.11%
2.	Mr. Chetan Soni	CTO / Co-Founder	43.50	30.00	17.42:1	45.00%

• Median remuneration of employees:

The median remuneration of employees other than Whole-time Directors/Directors, as applicable, during the financial year 2025- 26 was Rs. 17.42 : 1

The Company confirms that the remuneration paid to its Directors and employees during the financial year is in accordance with the Remuneration Policy of the Company.

The key parameters for any variable component of remuneration, wherever applicable, are determined in accordance with the terms of appointment and the Companys remuneration policy.

• Details of Top Ten Employees:

The details of the top ten employees in terms of remuneration drawn during the financial year, as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided as follows:

Employee Particulars

The top ten employees in terms of remuneration drawn during FY 2025-26 were as follows:

Sr No.	Employee Name	Designation	Annual Remuneration (Amount in Lakhs)	Nature of Employment	Qualifi- cation & Experience	Date of Com- mencement	Age	Equity Holding (%)
1.	Kamalakkannan Govindaraj	Chairman and Managing Director	43.50	Permanent	B.E.	28.05.2018	44	32.00
2.	Chetan Soni	CTO / Co-Founder	43.50	Permanent	B.E.	28.05.2018	48	0.0029
3.	Tanveer Ahmad	Technical Manager	28.60	Permanent	MCA	10.07.2020	50	-
4.	Magesh Babu	Senior Vice President	24.50	Permanent	BCA	06.08.2025	48	-
5.	Swati Balasaheb Patil	Senior Manager	21.00	Permanent	MCS	08.04.2019	35	-
6.	Veeracholan P	Technical Manager	16.50	Permanent	B.E.	08.04.2019	42	-
7.	Amrita Khaire	Principal Research Scientist- Product Development	15.00	Permanent	Ph.D.	05.03.2024	38
8.	Chinnaraju K	Technical Manager	14.40	Permanent	BCA	17.01.2022	54	-
9.	Sanket Satish Jadhav	Technical Lead	14.00	Permanent	B.Tech	12.08.2020	27	-
10.	Azim Raju Khatib	Senior Mobile App Developer	12.50	Permanent	MCA	22.09.2025	28	-

• Additional particulars under Rule 5(2)

Based on the particulars provided:

• None of the employees received remuneration of Rs. 1.02 crore or more during FY 2025-26.

• None of the employees employed for part of the financial year appears to have received remuneration at a rate of Rs. 8.50 lakh or more per month, based on the information provided.

• None of the employees listed above received remuneration in excess of that drawn by the Managing Director/Whole-time Director/Manager.

• The employee particulars provided indicate 0% equity holding for the employees covered in the statement and no employee has been identified as holding, along with spouse and dependent children, 2% or more of the equity shares of the Company.

29. RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy to identify, assess, monitor, and mitigate risks that may impact its business operations, financial performance, and strategic objectives. The policy forms an integral part of the Companys corporate governance framework and promotes a structured and proactive approach towards managing risks arising from internal and external business environments.

The Board of Directors has overall responsibility for overseeing the Companys risk management framework and periodically reviews its effectiveness. The Audit Committee and, wherever applicable, the Risk Management Committee also review the adequacy of the risk management systems and internal controls. Functional heads are responsible for implementing the policy within their respective areas and reporting significant risks to the management.

The Company has established adequate internal control systems and risk mitigation measures to address key strategic, operational, financial, regulatory, and compliance risks. Based on the review carried out during the year, the Board is of the opinion that there are no material risks that may threaten the existence of the Company.

30. 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:

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

B. 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 are not applicable to the Company and it does not form the part of the Annual Report for FY 2025-26.

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Your Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, the Company has constituted an Internal Complaints in its Board Meeting held on 04th September 2026 as provided below:

Sr. No.	Name of the members	Designation
1	Swati Patil	Presiding Officer
2	Dr Jane Sheeba	Employee Member
3	Reema Thayakaran	Employee Member
4	Magesh Babu	Employee Member
5	Kuldeep D Ruchandani	External Member

The following is a summary of sexual harassment complaints received and disposed of during the year 2025-26.

Sl. No.	Particulars	Details
1	No of Complaints received	NIL
2	No of complaints disposed off	NIL
3	No of complaints beyond 90 days	NIL

32. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961.

In compliance with the provisions of the Maternity Benefit Act, 1961, the Company continues to ensure a supportive and inclusive workplace for its women employees. We are pleased to report that during the financial year 2025-26, the Company has fully complied with all statutory requirements under the Act, including provisions related to maternity leave, maternity benefits, nursing breaks, and workplace conditions.

The Company remains committed to promoting the health, welfare, and rights of women employees. All eligible women employees were granted maternity leave and associated benefits as mandated by law. Further, as part of our proactive approach to employee well-being, the Company has taken additional steps to raise awareness regarding maternity entitlements and to ensure that all benefits are easily accessible and availed without discrimination or delay.

The Company has also maintained appropriate facilities and a safe working environment in line with the requirements under the Act. There were no reported cases of non-compliance or grievances related to maternity benefits during the reporting period.

33. DISCLOSURE OF NUMBER OF EMPLOYEES AS ON CLOSURE OF FINANCIAL YEAR.

As on the closure of the financial year ended 31st March 2026 are listed below:

Sr. No.	Type of Employee	Number of Employee
1.	Female	53
2.	Male	74
3.	Transgender	0
	TOTAL	127

34. EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 134 (3)(a) of the Companies Act, 2013 copy of the Annual Return referred to in sub section (3) of Section 92 of the Act as prepared in Form No. MGT-7 is placed on the website of the company https://icodexsolutions.com/investors/

35. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARDS REPORT

The Company has not made any modification or alteration in its Financial Statement or Board Report in respect of last three financial years.

36. DETAILS OF CHANGE IN CAPITAL STRUCTURE

During the year under review, the Authorised Share Capital remains unchanged. However, the paid-up share capital of the Company has been increased by Rs. 3,39,60,000/- (Indian Rupees Three Crore Thirty-Nine Lakhs Sixty Thousand Only), accordingly the Paid-up Share Capital as on the 31st of March 2026 is Rs. 15,63,70,200/- (Indian Rupees Fifteen Crore Sixty- Three Lakhs Seventy Thousand and Two Hundred Only).

Following are the details of increase in paid up capital of the Company:

During the financial year under review, the Company successfully completed its Initial Public Offering (IPO) comprising a Fresh Issue of 33,96,000 Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 102/- per Equity Share. The IPO also included an Offer for Sale of 7,24,800 Equity Shares by the Selling Shareholders.

Pursuant to the allotment of 33,96,000 Equity Shares under the Fresh Issue, the paid-up equity share capital of the Company increased accordingly. The Equity Shares of the Company were subsequently listed and admitted for trading on the SME Platform of BSE Limited with effect from 19 August 2025.

37. SHIFTING OF REGISTERED OFFICE

During the year under review, the registered office of your Company has not been changed.

However, subsequent to the end of the Financial Year, the Company has shifted its registered office within the local limits of the city from "102, First Floor, Suman Business Park, Kalyani Nagar, Viman Nagar, Pune, Maharashtra, India, 411014” to “VistaCore Building, 3rd floor, Plot No 29, Kalyani Nagar, Pune, 411006”. with effect from 01th April 2026

38. CHANGE IN NAME

During the year under review the name of your Company has not been changed.

39. 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.

There have been material changes and commitments affecting the financial position of the Company between the end of the Financial Year to which these financial statements relate and the date of this Report.

Subsequent to the end of the Financial Year, the Company proposed to vary the objects/terms of utilisation of the Initial Public Offering ("IPO”) proceeds and modify the timeline for utilisation of the IPO proceeds. Accordingly, the Company issued a Postal Ballot Notice dated July 10, 2026, seeking Members approval by way of remote e-voting for the following Special Resolutions:

1. Variation in the objects/terms of utilisation of the IPO proceeds and modification of the time limit for utilisation of the IPO proceeds; and

2. Ratification of deviation in utilisation of the IPO proceeds towards the objects of the offer.

The proposed variation and ratification were intended to facilitate the effective utilisation of the IPO proceeds in line with the revised business requirements and objectives of the Company.

Based on the results of the remote e-voting and the Scrutinizers Report provided by M/s KPRC & Associates, Practicing Company Secretaries (ICSI Unique Identification no: P2013MH030600) who was appointed as the Scrutinizer by the Board of Directors of iCodex Publishing Solutions Limited on July 10, 2026, both the aforesaid Special Resolutions were duly approved and passed by the Members by the requisite majority on Friday, August 14, 2026, being the last date of the remote e-voting period, in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

40. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.

During the year under review there are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

41. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the year under consideration, there were no frauds reported by auditors under sub-section (12) of Section 143.

42. VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Vigil Mechanism for Directors and employees to provide a formal mechanism to the Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct and Ethics.

The mechanism provides adequate safeguards against victimization of employees and directors who avail the mechanism. The Audit Committee oversees the functioning of this mechanism.

The Whistle Blower Policy is available on the website of the Company at https://icodexsolutions.com/policy-and-disclosures/

43. THE DETAILS OF THE APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There are no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016(31 of 2016) during the year under report.

44. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE- TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During FY 2025-2026, the Company has not opted for any one-time settlement, hence disclosure under this clause is not applicable for the Company.

45. COMPLIANCE OF THE SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), as approved by the Central Government, for the financial year ended March 31, 2026

46. ACKNOWLEDGMENTS

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.

We thank the Government of India, the State Governments where we have operations and other government agencies for their support and look forward to their continued support in the future.

47. CAUTIONARY STATEMENT

The statements contained in the Boards Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

FOR ICODEX PUBLISHING SOLUTIONS LIMITED
Sd/-	Sd/-
KAMALAKKANNAN GOVINDARAJ	CHETAN SHANKARLAL SONI
MANAGING DIRECTOR	WHOLE-TIME DIRECTOR
DIN:08144289	DIN: 00734127
ADDRESS: D401 EVORY SOCIETY, BAID ROAD,	ADDRESS: 363 CENTRAL STREET,
WAGHOLI, PUNE-412207, INDIA	CAMP, PUNE - 411001 INDIA
PLACE: PUNE	PLACE: PUNE
DATE: 4Th SEPTEMBER 2026	DATE: 4Th SEPTEMBER 2026