Infinity Infoway Ltd Directors Report

STATE OF COMPANYS AFFAIRS

COMMENCEMENT OF ANY NEW BUSINESS:

During the year under review, the Company has not commenced any new line of business. The launch of ZeroTouch DaaS represents expansion of the Companys existing technology solutions business and does not constitute commencement of a separate business activity.

MATERIAL CHANGES AND COMMITMENTS

During the year under review, Infinity Infoway Limited successfully completed its Initial Public Offering ("IPO") comprising fresh issue of 15,76,000 Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 155/- per Equity Share aggregating to Rs. 24.42 Crores and the Equity Shares of the Company were listed on the SME Platform of BSE Limited on 8th October, 2025.

Further, the Company adopted an Employee Stock Option Scheme ("ESOP") covering 1,50,000 Equity Shares in accordance with applicable provisions of the Companies Act, 2013 and SEBI regulations.

Apart from the above, there have been no other material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

DETAILS OF REVISION OF FINANCIAL STATEMENT OR ANNUAL REPORT

The Company has not revised its Financial Statements or Boards Report during the financial year ended March 31, 2026. Further, no revision of Financial Statements or Boards Report was made during the three preceding financial years under the provisions of Section 131 of the Companies Act, 2013.

LISTING OF SECURITIES WITH STOCK EXCHANGE:

Rs.5,45,30,000/- (Rupees Five Crore Forty-Five Lakhs Thirty Thousand Only) divided into 54,53,000 Equity Shares of Rs.10/- each of the Company are listed in SME Board to the stock exchanges as:

The Company has paid the requisite Annual Listing Fees to Stock Exchanges, where its securities listed.

SHARE CAPITAL STRUCTURE OF THE COMPANY:

There is change in the capital structure during the reporting i.e. 31st March, 2026

a) Authorized Capital:

Rs.6,50,00,000/- (Rupees Six Crore Fifty Lakhs Only) divided into 65,00,000 Equity Shares of Rs.10/- each.

b) Issued Capital:

Rs.5,45,30,000/- (Rupees Five Crore Forty-Five Lakhs Thirty Thousand Only) divided into 54,53,000 Equity Shares of Rs.10/- each.

c) Subscribed and Paid-up Capital:.

Rs.5,45,30,000/- (Rupees Five Crore Forty-Five Lakhs Thirty Thousand Only) divided into 54,53,000 Equity Shares of Rs.10/- each

During the year under review, the Company successfully completed its Initial Public Offering ("IPO") and allotted 15,76,000 Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 155/- per share (including premium of Rs. 145/- per share) through Fresh Issue, aggregating to Rs. 24.42 Crores. The Equity Shares of the Company were listed on the SME Platform of BSE Limited on 8th October, 2025.

Consequent to the allotment made pursuant to the IPO, the paid-up equity share capital of the Company increased from Rs.3,87,70,000/- comprising 38,77,000 Equity Shares to Rs.5,45,30,000/- comprising 54,53,000 Equity Shares.

REGISTRAR AND SHARE TRANSFER AGENT:

The Company has appointed Bigshare Services Private Limited as its Registrar and Share Transfer Agent (RTA) to handle all matters relating to share transfers, transmission, transposition, dematerialization, rematerialization and other shareholder-related services. The appointment is effective from 8th August, 2024.

The Company has established necessary connectivity with the deposit ories through the Registrar and Share Transfer Agent to facilitate prompt and efficient investor services. Shareholders are requested to address all correspondence relating to share transfer and other investor service matters to the Registrar and Share Transfer Agent

CREDIT RATING OF SECURITIES

During the year under review, the Company has not obtained any credit rating in respect of its securities, as no debt securities or other instruments requiring credit rating were issued or outstanding during the year. Accordingly, disclosure relating to credit rating is not applicable to the Company.

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act, with an appropriate combination of Executive, Non-Executive and Independent Directors draws fine balance of business acumen and independent judgment on Boards decisions The Board comprised of 6 (Six) Directors as on 31st March, 2026, details of which are tabled below:

RETIREMENT BY ROTATION AND RE-APPOINTMENT

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company, Mr. Dhirajlal Gadhethriya (DIN: 07199208), Chairman Cum Whole-time Director of the Company, being liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The Board of Directors recommends his re-appointment for approval of the Members at the ensuing Annual General Meeting. Brief details of Mr. Dhirajlal Gadhethriya, as required under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in the Notice convening the Annual General Meeting.

CHANGE IN DESIGNATION OF DIRECTORS DURING THE FINANCIAL YEAR 2025-26

There was no change in the designation of Directors during the financial year 2025-26. All Directors continued in their respective roles as on the beginning of the year.

DISCLOSURE BY DIRECTORS:

All the Directors on the Board have submitted disclosures as required under the provisions of the Companies Act, 2013. The Directors have furnished:

• disclosure of interest in Form MBP-1 pursuant to Section 184(1) of the Companies Act, 2013;

• declaration in Form DIR-8 pursuant to Section 164(2) of the Companies Act, 2013 confirming that they are not disqualified to act as Directors; and

• declaration regarding compliance with the Code of Conduct of the Company.

The Board has taken the same on record at the respective Board Meetings.

INDEPENDENT DIRECTORS AND DECLARATION UNDER SECTION 149(61

During the financial year ended 31 March 2026, Infinity Infoway Limited continued to maintain the required composition of the Board with Independent Directors in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Sriharsha Narasimhan and Hitesh Haribhai Atkotiya continued to serve as Independent Directors during the year under review. The Board confirms that the composition of Independent Directors is in compliance with the applicable provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has received declarations from all Independent Directors pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(l)(b) of the SEBI Listing Regulations.

The Independent Directors have also confirmed compliance with the Code for Independent Directors as prescribed under Schedule IV of the Companies Act, 2013. In the opinion of the Board, all Independent Directors possess the requisite integrity, expertise and experience and fulfill the conditions specified under the Companies Act, 2013 and the SEBI Listing Regulations and are independent of the management.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors have confirmed that their names are included in the databank maintained by the Indian Institute of Affairs and that they have complied with the applicable proficiency requirements as prescribed under the said rules.

The Company also conducts familiarization programmes for Independent Directors on an ongoing basis to update them on business operations, industry developments, statutory changes and governance practices. The details of such familiarization programmes are available on the Companys website.

Declaration under Section 149(6):

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of the independence as laid down under section 149(6) of the Companies

Act, 2013 and under Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors is liable to retire by rotation, they have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar ("IICA"). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. "All Independent Directors have complied with the applicable proficiency requirements prescribed under the Rules."

In the opinion of Board, Independent Directors fulfill the conditions specified in Companies Act, 2013 read with schedules and rules thereto as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Independent Directors are independent of management.

The Code has been circulated to all the Members of the Board and Senior Management Personnel and they have affirmed compliance of the same.

Formal Updation Programs for Independent Directors:

KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were designated as Key Managerial Personnel of Infinity Infoway Limited during the financial year ended 31 March 2026.

During the year under review, there was no change in the Key Managerial Personnel of the Company, except change in the Chief Financial Officer. All other Key Managerial Personnel continued in their respective positions during the year.

Noting:

During the year under review, Mr.Nishant A. Parekh resigned from the office of Chief Financial Officer (KMP) of Infinity Infoway Ltd with effect from 25th October, 2025. The Board appreciates the contributions made during the tenure.

During the year under review, Mrs Paras K. Vaishnav appointed as a Chief Financial Officer (KMP) of Infinity Infoway Ltd with effect from 25th October, 2025.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met regularly during the financial year to discuss and decide various matters relating to business operations, corporate governance, policies, strategies and other business matters. The meetings were convened in compliance with the provisions of the Companies Act, 2013 and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year under review, Sixteen (16) Board Meetings were held. The details of the meetings and attendance of Directors are as under:

General Meetings

During the financial year under review, the following General Meetings of the Members were held:

Attendance In AGM/EGM of Directors During year

PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS

SHAREHOLDING OF DIRECTORS AND KMP

COMMITTEES OF THE BOARD:

The following Committees constituted by the Board function according to their respective roles and defined scope in terms of the provisions of the Companies Act, 2013 & SEBI (LODR) Regulations 2015 read with rules framed thereunder and pursuant to provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Complaints Committee for Sexual Harassment Complaints Redressal

• Corporate Social Responsibility committee

Details committee as below:

1. COMPOSITION OF AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and applicable provisions of SEBI (LODR) Regulations, the Board of Directors of Infinity Infoway Limited has constituted the Audit Committee. The composition of the Audit Committee is in conformity with the applicable statutory provisions.

The audit committee comprised by the following person:

Meetings and Attendance:

During the Financial Year 2025-26, the Meeting of Audit Committee was held 05 (Five). The details of the attendance of the Members at these Meetings are as follows:

2. CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company is constituted in compliance with the provisions of Section 178 of the Companies Act, 2013 and applicable rules made thereunder.

During the year under review, the Committee comprised the following members:

The Nomination and Remuneration Policy of the Company is in line with the provisions of Section 178(3) of the Companies Act, 2013 and covers criteria relating to appointment, remuneration, qualifications, positive attributes and independence of Directors, Key Managerial Personnel and Senior Management Personnel.

Meeting & Attendance:

During the year under review, Nomination and Remuneration Committee meetings had met 4 (Four ) time.

3. CONSTITUTION OF STAKEHOLDER COMMITTEE

POLICY FOR DETERMINATION OF MATERIALITY OF ANY EVENT/ INFORMATION:

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION;

The Company has framed and adopted a Nomination and Remuneration Policy in accordance with the provisions of Section 178 of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy provides the framework for selection, appointment and remuneration of Directors, Key Managerial Personnel ("KMP") and Senior Management Personnel of the Company.

The Policy also lays down the criteria for determining qualifications, positive attributes, independence of Directors and other matters as provided under Section 178(3) of the Companies Act, 2013.

ARCHIVAL POLICY:

POLICY FOR DETERMINING MATERIAL SUBSIDIARIES:

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013, Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Regulation 9A of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has established a Vigil Mechanism / Whistle Blower Policy for Directors, employees and other stakeholders to report genuine concerns relating to unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct, leak or suspected leak of Unpublished Price Sensitive Information ("UPSI") or any other improper activities without fear of retaliation or victimization.

The Policy provides for adequate safeguards against victimization of persons who avail such mechanism and also ensures direct access to the Chairperson of the Audit Committee in appropriate cases. The Company investigates all protected disclosures in an impartial manner and takes suitable action to ensure that the highest standards of confidentiality, professional and ethical conduct are maintained.

CODE FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a comprehensive Code of Conduct for regulating, monitoring, and reporting trading activities of designated persons and their immediate relatives in accordance with the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The said Code also lays down the principles governing fair disclosure of Unpublished Price Sensitive Information (UPSI), including practices and procedures to ensure timely, adequate, and uniform dissemination of such information.

FAILURE TO IMPLEMENT ANY CORPORATE ACTION

During the financial year 2025-26, the Company duly implemented all applicable corporate actions in compliance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws and regulations. All requisite filings, intimations and reporting with the concerned authorities, stock exchange(s), depositories and other regulatory agencies were completed within the prescribed timelines. Accordingly, there was no instance of failure or delay in implementing any corporate action during the year under review.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

BOARD EVALUATION / PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual performance evaluation of the Board, its Committees and individual Directors was carried out during the financial year under review. The evaluation was conducted considering various aspects relating to the functioning of the Board and Committees, including:

• Composition and structure of the Board and Committees;

• Effectiveness of Board and Committee meetings;

• Participation and contribution of Directors;

• Strategic guidance and decision-making process;

• Timely flow of information to the Board; and

• Compliance and corporate governance practices.

The performance of individual Directors was evaluated on the basis of their attendance, preparedness, participation in deliberations, professional expertise and overall contribution to the affairs of the Company.

A separate meeting of Independent Directors was held to evaluate the performance of the NonIndependent Directors, the Chairperson and the Board as a whole. The Board expressed satisfaction with the overall functioning and effectiveness of the Board, its Committees and individual Directors during the year under review.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company, as none of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under the said Rules during the financial year under review.

Further, the disclosures as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Boards Report as Annexure - HI.

DIRECTORS RESPONSIBITTTY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) he directors, in the case of a listed company, had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal Financial Controls commensurate with the size, scale and complexity of its operations. The Company has designed and implemented a robust internal financial control framework to ensure orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Pursuant to Section 134(5)(e) of the Companies Act, 2013 and Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Board is of the opinion that the Company has adequate Internal Financial Controls with reference to the Financial Statements and that such controls are operating effectively.

The Company has adopted various policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial disclosures.

The following measures have been adopted by the Company to ensure adequacy and effectiveness of Internal Financial Controls:

1. The Internal Financial Control systems are commensurate with the nature and size of the Companys business operations.

2. The Company has established appropriate procedures and mechanisms for ensuring compliance with applicable laws and statutory requirements on a regular basis.

3. All financial and operational transactions are approved in accordance with the Delegation of Authority framework approved by the Management and the Board, which is reviewed periodically.

4. The Company has an effective internal audit system to evaluate the adequacy and effectiveness of internal controls, risk management and governance processes.

5. Periodic audits and reviews are conducted to monitor financial reporting processes, safeguarding of assets and compliance mechanisms. The findings and recommendations of the Internal Auditors are placed before the Audit Committee and the Board for review and necessary corrective actions.

6. Physical verification of fixed assets is carried out periodically and no material discrepancies were noticed during the year under review.

REPORTING OF FRAUDS BY AUDITORS SUB SECTION (12) OF SECTION 143 OF COMPANIES ACT 2013

During the financial year ended March 31, 2026, the Statutory Auditors of the Company have not reported any frauds under Section 143(12) of the Companies Act, 2013 committed against the Company by its officers or employees to the Audit Committee, Board or the Central Government.

INFORMATION ASSOCIATE COMPANY ftogether referred as Group Company)

The Company does not have any subsidiary or joint venture company during the financial year under review. However, the Company has one Associate Company namely Infinity Transoft Solution Private Limited in which the Company holds 49.42% of the equity share capital.

In accordance with the provisions of the Companies Act, 2013 and applicable Accounting Standards, the Consolidated Financial Statements of the Company together with its Associate Company form part of this Annual Report.

A statement containing salient features of the financial statements of the Associate Company in Form AOC-1 pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is attached as Annexure II to this Report.

PUBLIC DEPOSITS

During the financial year under review, the Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, the provisions relating to acceptance of deposits are not applicable to the Company.

However the company has taken unsecure loan from the Director and relative which is duly reflected in Note No.40 of the Financial Statement.

PARTICULARS OF LOANS. GUARANTEES. INVESTMENTS AND SECURITIES

Pursuant to the provisions of Section 186 of the Companies Act, 2013, particulars of loans granted, guarantees given, securities provided and investments made by the Company, wherever applicable, are disclosed in the notes forming part of the Financial Statements

DOWNSTREAM INVESTMENT:

During the financial year 2025-26, the Company did not receive any Foreign Direct Investment (FDI). Consequently, the provisions relating to downstream investment under the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, were not applicable to the Company. Accordingly, the Company did not make any downstream investment during the year under review.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during the financial year under review were in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, the Company had not entered into any materially significant Related Party Transactions with Promoters, Directors, Key Managerial Personnel or other related parties which could have a potential conflict with the interest of the Company.

All Related Party Transactions were placed before the Audit Committee and the Board for review and approval, wherever applicable. The disclosures as required under the applicable Accounting Standards and provisions of the Companies Act, 2013 are provided in the Notes forming part of the Financial Statements.

Further, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 are annexed to this Report as Annexure -I

BUSINESS RESPONSIBILITY REPORT:

During the year under Review, the Report on Business Responsibility is not applicable to the company. CORPORATE SOCIAL RESPONSIBILITY tCSRI

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Corporate Social Responsibility ("CSR") provisions are applicable to the Company during the financial year under review.

In compliance with the applicable provisions, the Board of Directors has constituted a Corporate Social Responsibility Committee ("CSR Committee") and approved the Corporate Social Responsibility Policy of the Company. The CSR Committee formulates and recommends to the Board, the CSR Policy and monitors the CSR activities undertaken by the Company from time to time.

The Company believes in operating its business in a socially responsible manner and remains committed towards sustainable development and inclusive growth. During the year under review, the Company has undertaken CSR initiatives in accordance with the approved CSR Policy and the prescribed provisions of the Companies Act, 2013.

The Annual Report on CSR activities containing details of the composition of CSR Committee, CSR expenditure and other prescribed disclosures pursuant to Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report as Annexure IV

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report containing, inter alia, an overview of the industry, business performance, operational performance, opportunities, threats, risks and concerns, and future outlook of the Company forms part of this Annual Report as "Annexure -V".

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

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is furnished below

RISK MANAGEMENT

The Company has established a robust Risk Management framework for identification, evaluation, monitoring and mitigation of various business, operational and financial risks. The Board of Directors periodically reviews the key risks affecting the business and the effectiveness of the mitigation measures adopted by the Company.

Considering the nature of the Companys business and technology driven operations, the management continuously evaluates risks relating to technological changes, cyber security threats, data protection, information security, client dependency, competition, regulatory compliance and operational matters. The Company also monitors emerging risks associated with evolving digital technologies and Artificial Intelligence (AI) driven business environments which may impact business processes, service delivery and market dynamics.

To mitigate such risks, the Company has implemented appropriate internal control systems, data security mechanisms, access controls, backup procedures and compliance monitoring processes. The Company also undertakes periodic review of its IT systems and operational processes to ensure business continuity, safeguarding of assets and protection of stakeholder interests. The Company believes that an effective risk management framework strengthens corporate governance and supports sustainable business growth and operational resilience.

REGULATORY ACTION

During the financial year under review, no significant or material orders were passed by any Regulators, Courts or Tribunals impacting the going concern status of the Company or its future operations.

STATUTORY AUDITORS AND THEIR REPORT

M/s. Keyur Shah & Associates, Chartered Accountants (Firm Registration No. 333288W), were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 26th September, 2024, for a term of five consecutive years to hold office until the conclusion of the Annual General Meeting to be held for the financial year ending 31st March, 2029. Accordingly, they continue to hold office as the Statutory Auditors of the Company.

The Company has received a certificate from the Statutory Auditors confirming that they continue to satisfy the eligibility criteria prescribed under Section 141 of the Companies Act, 2013 and are not disqualified from continuing as the Statutory Auditors of the Company.

The Statutory Auditors have issued their Audit Report on the Standalone Financial Statements of the Company for the financial year ended 31st March, 2026. The Audit Report does not contain any qualification, reservation, adverse remark or disclaimer, and therefore does not call for any explanation or comments from the Board under Section 134(3)(f) of the Companies Act, 2013.

SECRETARIAL AUDITORS

The Secretarial Audit Report for the financial year ended March 31, 2026 contains certain observations. The managements comments on the observations are as under:

Observation 1: The Secretarial Auditor observed that Form MGT-14 in respect of the Special Resolution passed under Section 198 of the Companies Act, 2013 was filed with the Registrar of Companies after the prescribed timeline and with additional fees.

Management Comments: The delay in filing of Form MGT-14 was inadvertent and occurred due to administrative oversight. The Company subsequently completed the filing along with the applicable additional fees. The management has strengthened its internal compliance monitoring mechanism to ensure timely statutory filings going forward.

Observation 2: The Secretarial Auditor observed that the Company granted stock options to eligible employees after listing of its equity shares on the Stock Exchange. However, prior shareholders approval/ratification of the scheme, as required under Regulation 12(3) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, had not been obtained.

Management Comments: The Company had granted stock options to eligible employees under its ESOP Scheme after listing with the objective of employee retention, motivation and alignment of employee interests with the long-term growth of the Company. The options granted were only in the nature of a grant and no options had vested, been exercised or resulted in allotment of equity shares during the period under review. Upon noting the requirement under Regulation 12(3) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the Company initiated steps to obtain the requisite shareholders approval/ratification. The necessary resolution has been proposed for approval of the shareholders and the Company shall ensure compliance with all applicable regulatory requirements going forward

Observation 3: The Secretarial Auditor observed that the appointment of the Internal Auditor was made after the prescribed timeline under the Companies Act, 2013.

Management Comments: The requirement for appointment of an Internal Auditor became applicable to the Company upon listing of its equity shares on the Stock Exchange on October 8,2025. Post listing, the Company undertook the process of identifying and evaluating suitable professionals/firms possessing the requisite qualifications and experience to carry out the internal audit function. Consequently, the appointment could not be completed within the prescribed timeline. The Company has since appointed the Internal Auditor and has taken necessary steps to ensure timely compliance with all applicable statutory and regulatory requirements going forward.

INTERNAL AUDIT:

The Company did not have an Internal Auditor during the financial year ended March 31, 2026. Accordingly, no Internal Audit Report was received for the year under review. Subsequent to the close of the financial year, the Board of Directors appointed an Internal Auditor on 04 May 2026. The Internal Auditor shall carry out internal audits in accordance with the applicable provisions of the Companies Act, 2013, and submit reports to the Audit Committee and the Board on a periodic basis.

COST RECORDS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, maintenance of cost records and requirement of cost audit are not applicable to the Company during the financial year under review.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 (IBP

During the financial year under review, no application was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 and therefore no disclosure is required in relation to the same.

ANNUAL RETURN

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013 AND THE MATERNITY BENEFIT ACT. 1961

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee ("ICC") has been constituted for redressal of complaints relating to sexual harassment at workplace. The Policy is applicable to all employees of the Company including permanent, temporary, contractual and trainee employees.

During the Financial Year under review, no complaints relating to sexual harassment were received by the Internal Complaints Committee

Details of complaints received and disposed of under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

GENDER-WISE COMPOSITION OF EMPLOYEES:

Pursuant to the applicable disclosure requirements, the gender-wise composition of the Companys workforce as on 31st March, 2026 is as follows:

CORPORATE GOVERNANCE

The Company believes that good Corporate Governance is essential for achieving long-term corporate goals and enhancing stakeholders value. The Company is committed to maintaining high standards of transparency, accountability, integrity and ethical business practices in all its operations and dealings.

The Board of Directors continuously strives to adopt and follow best governance practices to ensure protection of the interests of all stakeholders and sustainable growth of the Company.

As the Company is listed on the SME Platform of the Bombey Stock Exchange, the compliance with Corporate Governance provisions as specified under Regulations 17 to 27 and Clauses (b) to (i) and (t) of Regulation 46(2) and Paras C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company in terms of Regulation 15(2) of the said Regulations.

Accordingly, the Corporate Governance Report does not form part of this Annual Report. However, the Company continues to voluntarily adhere to good governance practices and maintains adequate internal systems and procedures consistent with the size and nature of its business.

WEBSITE

Pursuant to Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has maintained a functional website containing comprehensive information about the Company and its business activities.

The website provides details relating to, inter alia:

• Financial information and Annual Reports;

• Shareholding pattern and corporate announcements;

• Policies and codes adopted by the Company;

• Details of Board and Committee composition;

• Investor relations information and contact details of designated officials for handling investor grievances; and

• Other disclosures as required under applicable laws and SEBI Listing Regulations.

The website is regularly updated to ensure timely dissemination of information to shareholders and other stakeholders.

GENERAL DISCLOSURES

Your Directors state that the disclosures required under Section 134(3) of the Companies Act, 2013 read with the applicable Rules framed thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws have been provided in this Boards Report to the extent applicable and wherever relevant during the Financial Year under review.

Your directors further confirm that there were no transactions or events during the Financial Year requiring disclosure in respect of the following matters:

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

2. Significant or material orders passed by any Regulator, Court or Tribunal impacting the going concern status of the Company or its future operations;

3. One-time settlement with any Bank or Financial Institution and consequently, disclosure relating to the difference between the amount of valuation done at the time of one-time settlement and the valuation done while availing loans from Banks or Financial Institutions is not applicable.

The disclosures relating to Employee Stock Option Scheme, Related Party Transactions, Corporate Social Responsibility, Corporate Governance and other statutory matters, to the extent applicable, form part of this Boards Report and the Annexures thereto.

APPRECIATION AND ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation to all employees for their unwavering commitment, professionalism and collective efforts that have contributed significantly to the Companys performance and resilience during the year.

The Board conveys its gratitude to customers, shareholders, business partners, suppliers, bankers and all other stakeholders for their continued confidence and support. The Company greatly values these relationships, which remain fundamental to its sustained growth and success.

The Directors also acknowledge with gratitude the co-operation and assistance received from the Central and State Governments, regulatory authorities, stock exchanges and other statutory bodies. The Board remains committed to upholding the highest standards of corporate governance and creating long-term value for all stakeholders.