Keto Motors Ltd Directors Report

To

The Members of Keto Motors Limited (Formerly known as Taaza International Limited)

We have pleasure in presenting the 26 th Directors Report on the Business and Operations of the

Company together with the audited Financial Statements for the year ended 31 March, 2026.

1. CHANGE IN MANAGEMENT PURSUANT TO THE RESOLUTION PLAN APPROVED BY THE HONBLE NCLT, HYDERABAD BENCH VIDE ITS ORDER DATED 12.06.2025:

The Honble National Company Law Tribunal (NCLT), Hyderabad Bench, vide its interim Order dated 01.10.2024 (Insolvency Commencement Order) had initiated Corporate Insolvency Resolution Process (CIRP) against the Company, based on the petition filed by the Financial Creditor under Section 7 of the Insolvency and Bankruptcy Code, 2016 (the Code)and has approved the Resolution Plan submitted by the resolution applicants vide its final Order dated 12.06.2025.

The Company has completed the following corporate actions, as envisaged in the approved Resolution Plan during the year under review and pursuant to the Honble NCLT Order dated 12.06.2025:

a. Change of management and constitution of new Board of directors to administer the affairs of the Company.

b. Altered the Object Clause of the MOA, to engage in the business of electric vehicles.

c. Shifting of Registered office within the state of Telangana, from 83, Panchas heel Enclave, Yapral, Hyderabad, Telangana, India, 500087 to 9-1-83 & 84 Amarchand Sharma Complex, Sarojini Devi Road, Secunderabad, Hyderabad, Telangana, 500003.

d. Reduction of 100% (Hundred Percent) of the paid-up equity share capital held by erstwhile promoters comprising of 15,24,675 (Fifteen Lakhs Twenty-Four Thousand Six Hundred and Seventy-Five) equity shares of Rs.10/- each.

e. Reduction of 95% (Ninety-Five Percent) of the total paid-up equity share capital held by the public shareholders (non - promoters) of the Company comprising of 57,33,435 (Fifty- Seven Lakhs Thirty-Three Thousand and Four Hundred and Thirty-Five) equity shares of Rs.10/- each.

Upon the Capital Reduction confirmed by the Honble NCLT and becoming effective and operative, without any further act or deed by the equity shareholders including but not limited to surrendering of share certificates stands cancelled and extinguished and rendered invalid. Post reduction,2,86,672 Equity Shares of Rs. 10/- each were allotted to the public shareholders including fractional shares to Whole Time Director of the Company as authorized by the Board each bearing Distinctive numbers from 1 to 2,86,672 (both inclusive) in order to implement the Resolution Plan as approved by the Honble NCLT.

f. Change of name of the company from Taaza International Limited to Keto Motors Limited and Alteration of Articles of Association and Memorandum of Association pursuant to the approval of the Resolution Plan and Scheme of Arrangement vide NCLT Order dated12.06.2025.

g. The authorized Capital was increased from Rs. 10,00,00,000/- (Rupees Ten Crores only) divided into 1,00,00,000 (One Crore) equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each which was approved by the members in the Extra Ordinary General Meeting held on 25 th September 2025.

h. Pursuant to the Implementation Order dated 28.11.2025 for the Scheme of Arrangement between Keto Motors Private Limited (Transferor Company) and Taaza International Limited (currently known as Keto Motors Limited) (Transferee Company) and the approval of Form INC-28, Keto Motors Private Limited stands amalgamated with the Company. And accordingly the Authorised Share Capital of the Company stands increased from Rs.

25.00. 00.000 divided into 2,50,00,000 equity shares of Rs. 10/- each to Rs.

75.00. 00.000 (Rupees Seventy-Five Crores only) divided into 7,50,00,000 equity shares of Rs. 10/- each which includes Rs. 50,00,00,000 (Rupees Fifty Crores only) of authorized capital of Keto Motors Private Limited (Transferor Company) and that the same is reflected in the records of the Ministry of Corporate Affairs.

i. Pursuant to In-principle approval dated 24.11.2025 received from BSE and the receipt of the share subscription consideration amounting to Rs. 9,10,00,000/- (Rupees Nine Crore Ten Lakhs only) from the allottees towards CIRP expenses, employee benefit expenses and payment to operational and financial creditors; 91,00,000 (Ninety-One Lakhs only) equity shares of Rs. 10/- each at an issue price of Rs. 10/- per equity share were allotted to the Resolution Applicants (Mrs. Jhansi Sanivarapu and M/s. Trinity Infraventures Limited) on Preferential basis in promoter category in the board meeting held on 8 th December, 2025.

j. Pursuant to the same In-principle approval dated 24.11.2025 received from BSE and the receipt of the share subscription consideration amounting to Rs. 25,00,00,000/- (Twenty- Five Crore only) from 60 (Sixty) allottees (Non promoter category); 50,00,000 (Fifty Lakh only) equity shares of Rs. 10/- each at an issue price of Rs. 50/- per equity share (including a premium of Rs. 40/- each) were allotted on Preferential basis to the said allottees in the board meeting held on 8 th December, 2025.

k. Pursuant to the Scheme of Arrangement between M/s. Keto Motors Private Limited (Transferor Company) and M/s. Taaza International Limited (Transferee Company) (currently known as Keto Motors Limited); 3 (Three) Equity shares of face value of Rs.10/- each of Keto Motors Limited (formerly known as Taaza International Limited) were allotted for every 2 (Two) Equity shares of face value Rs. 10/- each held by members in the Keto Motors Private Limited. Therefore in the meeting of board of directors of the company held on 31 st March, 2026 a total of 5,60,47,800 equity shares were allotted to the shareholders of Keto Motors Private Limited.

l. As on March 31, 2026, the total paid up capital of the Company is Rs. 70,43,44,720 (divided into 7,04,34,472 equity shares of Rs.10/- each).

m. Payment to Operational Creditors:

The Resolution Applicant has paid all the dues to operational and financial creditors as per the Resolution Plan.

n. Revocation of Suspension of Trading:

The shares of the Company were suspended w.e.f 27.05.2024. The Company filed an application with BSE Limited for revocation of the suspension of trading in its equity shares. The approval for revocation of the suspension was received from BSE Limited vide its letter dated 11th May 2026, whereby BSE Limited informed the Company that the suspension of trading in the equity shares would be revoked with effect from 19th May 2026. And based on the said approval, trading in the companys shares commenced on the BSE on May 19, 2026.

2. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company during the year has been as under:

(Rs. In lakhs

Particulars	2025-26	2024-25
Revenue from Operations	213.26	-
Other Income (Including Exceptional Item)	7.72	-
Total Expenses	238.63	1.03
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	59.20	(1.03)
Less: Depreciation/ Amortisation/ Impairment	74.98	-
Profit /loss before Finance Costs, Exceptional items and Tax Expense	(15.78)	-
Less: Finance Costs	1.86	-
Profit /loss before Exceptional items and Tax Expense	(17.64)	(1.03)
Add/(less): Exceptional items	-	-
Profit /loss before Tax Expense	(17.64)	(1.03)
Less: Tax Expense (Current & Deferred)	-	4.26
Profit / (Loss) for the year	(17.64)	(5.29)
Earning per Equity Share
Basic	(0.03)	(0.07)
Diluted (in Rs.)	(0.03)	(0.07)

3. REVIEW OF OPERATIONS:

This year, being the first year post takeover by the new management, the company generated revenue of Rs. 213.26 lakhs and incurred a loss of Rs. 17.64 lakhs.

4. BUSINESS UPDATE AND STATE OF COMPANY S AFFAIRS:

The information on Companys affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with

Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 and forms part of this Report.

5. RESERVES:

Pursuant to provisions of Section134(3)(j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review.

The closing balance of reserves, including retained earnings, of the Company as at March, 31 st 2026 is Rs. (1,162.14) Lakhs.

6. DIVIDEND:

As the Company recently in June, 2025 came out of Corporate Insolvency and Resolution Process (CIRP) and in the absence of profit, the Board does not recommend any dividend for FY 2025-26.

7. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

Pursuant to the Honble NCLT Order, Hyderabad Bench dated 12.06.2025, the Company has altered the Main objects of the Company to carry out the business of designing, developing, manufacturing, producing, assembling, selling, buying, distributing, exporting, importing of automotive vehicles including but not limited to electric vehicles including autos, buses omni buses, trucks, lorries, motor cars, scooters, motor-scooters, engines, locomotives of every description.

8. MATERIAL CHANGES AND COMMITMENTS:

Mr. Avula Venkata Narayana Reddy (DIN: 02290361) was appointed as an Additional Director (in the capacity of Non Executive Non-Independent) of the Company in the board meeting held on 28 th May, 2026 and further he was regularised as Non Executive Non-Independent

Director through Postal Ballot w.e.f 24 th August, 2026.

Mr. Rohit Aidasani, Chief Financial Officer (Key Managerial Personnel) of the Company, has tendered his resignation effective from 25.05.2026 due to his personal commitments.

The board of Directors at the board meeting held on 24 th July 2026 approved Change in Registrar and Share Transfer Agent (RTA) from M/s. Niche Technologies Private Limited, Kolkata to M/s. Aarthi Consultant Private Limited (SEBI Regn No. INR000000379), Hyderabad considering operational, administrative and for better interaction. However the change is subject to execution of definitive Agreements and other relevant documents to be executed under applicable statute.

All the requisite filings and disclosures to the stock exchanges, ROC or any other authorities has been made within the time lines required in the applicable statute/provisions.

Except the above no other material changes and commitments affecting the financial position of the Company which have occurred during the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

9. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

10. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY:

The Company was admitted into Corporate Insolvency Resolution Process (CIRP). The Honble National Company Law Tribunal (NCLT), Hyderabad Bench, vide Order dated 01.10.2024 (Insolvency Commencement Order) had initiated

Corporate Insolvency Resolution Process (GRP) against the Company, based on the petition filed by the Financial Creditor under Section 7 of the Insolvency and Bank ruptcy Code, 2016 (the Code) and has approved the Resolution Plan vide its Orders dated 12.06.2025. As per the resolution plan the following action were completed.

a. Reduction of Capital:

a) Reduction and extinguishment of existing Promoters holding to the extent of 100%:

The Holding of erstwhile promoters is reduced by 100%. As a result, the erstwhile promoters shareholding of 15,24,675 shares have become zero

b) Reduction and extinguishment of nonpromoters holding to the extent of 95%:

The Holding of non-promoters is reduced by 95%. As a result, the existing public shareholding of 57,33,435 shares have become 2,86,672 equity shares.

b. Change in authorized capital, Capital infusion into the Company and allotment of equity:

As on 31.03.2025, the Authorised share capital of the Company stands at Rs.

10.00. 00.000/- divided into 1,00,00,000 equity shares of Rs.10/- each. Subsequent to 31.03.2025, the authorized share capital of the company is increased from Rs. 1 0,00,00,000/- divided into

1.00. 00.000 equity shares of Rs. 10/- each to Rs. 25,00,00,000/- divided into

2.50.00. 000 equity shares of Rs.10/- each.

As on 31.03.2025, the paid-up capital of the Company stands at Rs. 7,25,81,100/- divided into 72,58,110 equity shares of Rs. 10/- each.

Pursuant to the Implementation Order dated 28.11.2025 for the Scheme of Arrangement between Keto Motors Private Limited (Transferor Company) and Taaza International Limited (currently known as Keto Motors Limited) (Transferee Company) and the approval of Form INC-28, Keto Motors Private Limited stands amalgamated with the Company. And accordingly the Authorised Share Capital of the Company stands increased from Rs.

25.00. 00.000 divided into 2,50,00,000 equity shares of Rs. 10/- each to Rs.

75.00. 00.000 (Rupees Seventy-Five Crores only) divided into 7,50,00,000 equity shares of Rs. 10/- each, which includes Rs.

50.00. 00.000 (Rupees Fifty Crores only) of authorized capital of Keto Motors Private Limited (Transferor Company) and that the same is reflected in the records of the Ministry of Corporate Affairs.

Pursuant to In-principle approval dated

24.11.2025 received from BSE and the receipt of the share subscription consideration amounting to Rs. 9,10,00,000/- (Rupees Nine Crore Ten Lakhs only) from the allottees towards CIRP expenses, employee benefit expenses and payment to operational and financial creditors; 91,00,000 (Ninety-One Lakhs only) equity shares of Rs. 10/- each at an issue price of Rs. 10/- per equity share allotted on Preferential basis in promoter category in the board meeting held on 8 th December, 2025.

Pursuant to the same In-principle approval dated 24.11.2025 received from BSE and the receipt of the share subscription consideration amounting to Rs.

25.00. 00.000/- (Twenty-Five Crore only) from 60 (Sixty) allottees (Non promoter category); 50,00,000 (Fifty Lakh only) equity shares of Rs. 10/- each at an issue price of Rs. 50/- per equity share (including a premium of Rs. 40/- each) allotted on

Preferential basis to the said allottees in the board meeting held on 8 th December, 2025.

Pursuant to the Scheme of Arrangement between M/s. Keto Motors Private Limited (Transferor Company) and M/s. Taaza International Limited (Transferee Company) (currently known as Keto Motors Limited); 3 (Three) Equity shares of face value of Rs.10/- each of Keto Motors Limited (formerly known as Taaza International Limited) were allotted for every 2 (Two) Equity shares of face value Rs. 10/- each held by members in the Keto Motors Private Limited. Therefore in the meeting of board of directors of the company held on 31st March, 2026 a total

of 5,60,47,800 equity shares were allotted to the shareholders of Keto Motors Private Limited .

11. APPOINTMENT/RE-APPOINTMENT/ RESIGNATION/RETIREMENT OF DIRECTORS/CEO/CFO AND KEY MANAGERIAL PERSONNEL:

The following are the changes in Directors/KMP during the year under review:

a.) Appointments:

Pursuant to the Order dated 12.06.2025 of Honble NCLT, Hyderabad Bench, following appointments have taken place as on the date of report:

S. No	Name of the Director/KMP/Officer	Designation	Date of Appointment
1	Mrs. Jhansi Sanivarapu	Whole-time director	11.07.2025
2	Mr. Rohit Aidasani	CFO	06.08.2025
3	Mr. Venkatesh Challa	Non-Executive Director	11.07.2025
4	Mr. Ankur Sharma	Independent Director	11.07.2025
5	Mr. Raj Kumar Medimi	Non-Executive Director	11.07.2025
6	Ms. Himani Bhootra	Independent Director	11.07.2025
7	Ms. Priya Ladda	Company Secretary and Compliance Officer	06.08.2025

However post end of financial year the following changes took place.

a. Mr. Avula Venkata Narayana Reddy (DIN: 02290361) was appointed as an Additional Director (in the capacity of Non Executive Non-Independent) of the Company in the board meeting held on 28th May, 2026 and further he was regularised as Non Executive NonIndependent Director through Postal Ballot w.e.f 24th August, 2026.

b. Mr. Rohit Aidasani, Chief Financial Officer (Key Managerial Personnel) of the

Company, has resigned with effect from

25.05.2026 due to his personal commitments.

12. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all the present Independent Directors of the Company confirming that they meet with both the criteria of independence as prescribed under sub- section (6) of Section 149 of the Companies Act, 2013 and under Reg.16(1)(b) read with Reg. 25

of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct. In terms of Reg. 25(8) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

13. BOARD MEETINGS:

The Company came out of the suspension on 12.06.2025 vide Order of the Honble NCLT, Hyderabad Bench dated 12.06.2025.

Post receipt of order, the newly formed Board of Directors met Eight (08) times during the financial year 2025-26. The dates on which the meetings were held are 06.08.2025, 02.09.2025, 26.09.2025,

14.11.2025, 28.11.2025, 08.12.2025,

14.02.2026 and 31.03.2026.

14. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The performance evaluation of the Independent Directors was completed during the year under review. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors and Non-Executive Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The Ministry of Corporate Affairs (MCA) vide Notification No. G.S.R. 804(E) dated October 22, 2019 and effective from December 01, 2019 has introduced the provision relating to inclusion of names of Independent Directors in the Data Bank maintained by Indian Institute of Corporate Affairs (IICA). In compliance with the said notification and Rule 6 of Co m p a n i e s ( Ap p oi n tm e n t a n d Qualification of Directors) Rules, 2014 all Independent Directors of your Company are registered with IICA.

In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise, proficiency and qualifications.

15. PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules) are enclosed as ANNEXURE - 5 to the Boards report.

During the year, none of the employees is drawing a remuneration of Rs. 1,02,00,000/- and above per annum or Rs. 8,50,000/- and above in a gregate per month, the limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Co m p a n i e s ( Ap p o i n tm e n t a n d Remuneration of Managerial Personnel) Rules, 2014.

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the Shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Members who are interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working days of the Company upto the date of this Annual General Meeting.

16. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3) ( c) and 134(5) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts of the Company from time to time, we state as under:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgment 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 or loss of the Company for that period;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts on a going concern basis:

5. That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

17. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed for inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report which is appended as Annexure 3 and forms part of this Report.

18. NO FRAUDS REPORTED BY STATUTORY AUDITORS:

During the Financial Year 2025-26, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to

be disclosed under section 134(3) (ca) of the Companies Act, 2013.

19. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year under review, no Company has become or ceased to become its subsidiary, joint venture or associate Company.

20. DETAILS RELATING TO DEPOSITS:

The Company has not accepted any public deposits during the Financial Year ended March 31,2026 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

21. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2026, there has been no noncompliance with the requirements of the Act.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of The Companies Act, 2013 are given in Note no. 5 of Financial Statements.

23. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

24. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Protection Fund under the Section 125(1) and Section 125(2) of the Act.

25. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO I N V E S T O R E D U C AT I O N A N D PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Protection Fund under the Section 125(1) and Section 125(2) of the Act.

26. RELATED PARTY TRANSACTIONS:

During the financial year under review, the Company entered into transactions with

related parties in the ordinary course of business and on an arms length basis, wherever applicable. The details of related party transactions, as required under the applicable Accounting Standards, are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

Further, the particulars of contracts, arrangements and transactions with related parties falling within the provisions of Section 188(1) of the Companies Act, 2013, if any, are disclosed in Form AOC-2, annexed to this Report as Annexure - 2, forming part of this Annual Report.

The allotment of equity shares pursuant to the Scheme of Arrangement between Keto Motors Private Limited (Transferor Company) and Taaza International Limited (now known as Keto Motors Limited) (Transferee Company) was undertaken in accordance with the terms of the Scheme as sanctioned by the Honble National Company Law Tribunal. Certain equity shares under the said Scheme were allotted to persons who were related parties of the Company. Such allotment was made pursuant to and in accordance with the terms of the Scheme and was not an independent transaction entered into with such related parties. Accordingly, the allotment was effected pursuant to the Scheme without requiring separate approval of the shareholders under the provisions applicable to related party transactions, the Scheme having been sanctioned by the Honble National Company Law Tribunal.

The Company has complied with the applicable provisions relating to related party transactions under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including obtaining the requisite approvals, wherever applicable.

A Policy on materiality of RPTs stipulating the threshold limits and also on dealing with, pursuant to SEBI Listing Regulations has been placed on the Companys website https://www.ketomotors.com/Investors.html.

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

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, is provided hereunder:

A. Conservation of Energy:

Your Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Research & Development and Technology

Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

28. COMMITTEES OF THE BOARD:

There are various Board constituted Committees as stipulated under the Act and Listing Regulations namely Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance of these Committees during the year have been enumerated in the Corporate Governance Report.

29. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING THE YEAR 2025-26:

NUMBER OF COMPLAINTS	NUMBER
Number of complaints received from the investors comprising non-receipt of securities sent for transfer and transmission, complaints received from SEBI / Registrar of Companies / Bombay Stock Exchange / SCORE and so on	NIL
Number of complaints resolved	NIL
Number of complaints not resolved to the satisfaction of the investors as on March 31, 2026.	NIL
Complaints pending as on March 31, 2026.	NIL
Number of Share transfers pending for approval, as on March 31, 2026.	NIL

During the year under review, no stakeholder was denied access to the Chairperson of the Audit Committee.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

The Honble National Company Law Tribunal (NCLT), Hyderabad Bench, vide Order dated 01.10.2024 (Insolvency Commencement Order) had initiated Corporate Insolvency Resolution Process (CIRP) against the Company, based on the petition filed by the Financial Creditor under Section 7 of the Insolvency and Bankruptcy Code, 2016 (the Code) and has approved the Resolution Plan submitted by the resolution applicants vide its Order dated 12.06.2025.

Further the Honble National Company Law Tribunal (NCLT), Hyderabad Bench, vide Order dated 28.11.2025, a Certified copy of the same received on 24.12.2025 confirming successful implementation of the resolution plan.

33. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

Statutory Auditors:

The Board in its meeting held on 06.08.2025 appointed M/s. Boppudi &

30. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

Since your Company does not have net worth of Rs. 500 Crores or more or turnover of Rs. 1000 Crores or more or a net profit of Rs. 5 Crores or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

31. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to Reg. 22 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and Section 177(10) of the Companies Act 2013, enabling stakeholders to report any concern of unethical behavior, suspected fraud or violation.

The said policy which is available on the companys website inter-alia provides safeguard against victimization of the Whistle Blower. Stakeholders including directors and employees have access to the Vice Chairman and Managing Director and Chairperson of the Audit Committee.

Associates, as Statutory Auditors for the FY 2024-25 and FY 2025-26 till the conclusion of the Annual General Meeting of the Company to be held in the year

2025 and in the Extra Ordinary General Meeting held on 25th Day of September 2025, members also accorded their approval for this appointment.

Further M/s. Boppudi & Associates was reappointed as the statutory auditor to hold office for a period of 5 (five) consecutive years commencing from the conclusion of the 25 th Annual General Meeting till the Annual General Meeting of the Company to be held for the financial year 2029-30.

The Auditors Report for fiscal 2026 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report. The Company has received audit report with unmodified opinion for audited financial results of the Company for the Financial Year ended March 31, 2026 from the statutory auditors of the Company. The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI).

34. INTERNAL AUDITOR:

M/s. Sriramamurthy & Co., Hyderabad were appointed as the Internal Auditor for Financial year 2025-26 for conducting the internal audit of the company for the financial year 2025-26. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee on a periodical basis and concerns, if any, are reported to Board. There were no adverse remarks or

qualification on accounts of the Company from the Internal Auditor.

The Board of Directors at their meeting held on 30 th June 2026 have appointed M/s. M M Reddy & Co. (FRN: 010371S), Chartered Accountants, as the Internal Auditors of the company for the financial year 2026-27.

35. SECRETARIAL AUDITOR:

In terms of the provisions of Regulation 24A & other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) read with Circulars issued thereunder from time to time and Section 204 and other applicable provisions of the Companies Act, 2013, if any read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Act), M/s. P. Srinivas & Associates., Practicing Company Secretaries were appointed as Secretarial Auditors of the Company for a period of 5 consecutive years, from April 1, 2025 to March 31, 2030.

The Secretarial Audit was carried out by M/s. P. Srinivas & Associates, Company Secretaries (CP No. 23988) for the financial year ended March 31, 2026. The Report given by the Secretarial Auditor is annexed herewith as Annexure- 1 and forms integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

36. SECRETRIAL STANDARDS:

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

37. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the Companies Act, 2013, the Board of Directors upon recommendation of the Nomination and Remuneration Committee approved a policy on Directors appointment and remuneration, including, criteria for determining qualifications, positive attributes, independence of a Director and other matters. The same is available on the companys website.

38. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is uploaded on website of the Company https: / / www.ketomotors.com/Investors.ht ml

39. DISCLOSURE ABOUT COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated under Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as Annexure- 3 to this report.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

41. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

As per the Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 the Corporate Governance which form an integral part of this Report, are attached as ANNEXURE - 4, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance.

42. NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors, except as mentioned in the corporate governance Report which is forming a part of this Annual report.

43. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE,

2016 (IBC):

The National Company Law Tribunal (NCLT), Hyderabad Bench, vide interim Order dated 01.10.2024 (Insolvency Commencement Order) had initiated Corporate Insolvency Resolution Process (CIRP) based on petition filed by the Financial Creditor under Section 7 of the Insolvency and Bankruptcy Code, 2016 (the Code). Honble NCLT vide its Orders

dated 12.06.2025 approved the Resolution Plan submitted by Resolution applicant. The Resolution Plan was implemented including payment to the financial and operational creditors. The Honble National Company Law Tribunal (NCLT), Hyderabad Bench, vide Order dated 28.11.2025 and a Certified copy of the same received on 24.12.2025 confirmed successful implementation of the resolution plan.

44.CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on our website (https:// www.ketomotors.com/Investors.html).

However, subsequent to the end of the financial year, certain non-compliances by Mr. Vegesna Sri Suryanarayana Raju and Mr. Venkata Sunil Kumar Konagalla, Promoters of the Company, were noted in relation to transactions in the equity shares of the Company. The transactions involved sale of 1,20,000 shares by Mr. Raju resulting in a profit of approximately 1.27 crore and purchase of 116 shares by Mr. Konagalla for 19,360/-. The

transactions were undertaken without the requisite pre-clearance, and Mr. Rajus transaction also constituted a contra trade and involved non-compliance with the applicable SEBI provisions relating to Minimum Public Shareholding.

The Board, based on the recommendations of the Audit Committee, directed Mr. Raju and Mr. Konagalla to remit approximately 1.27 crore and 19,360/- respectively to the Investor Protection and Education Fund administered by SEBI, and issued formal warning letters and obtained undertakings from both Promoters regarding future compliance and responsibility for any consequences arising from the violations. Mr. Konagalla has subsequently deposited 19,361/- with SEBIs Investor Protection and Education Fund, while Mr. Raju has represented that he would approach SEBI for settlement and has created a Fixed Deposit of 1.27 crore with a lien in favour of the Company pending the outcome.

45. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace. This is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules made thereunder. With the objective of providing a safe working environment, all employees (permanent, contractual, temporary, trainees) are covered under this Policy. The policy is available on the website at https://www.ketomotors.com/ Investors.html

As per the requirement of the POSH Act and Rules made thereunder, the Company

has constituted an Internal Committee at all its locations known as the Prevention of Sexual Harassment (POSH) Committees, to inquire and redress complaints received regarding sexual harassment. During the year under review, there were no Complaints pertaining to sexual harassment.

46. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.

47. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

48. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

49. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website i.e. https://www.ketomotors.com/Investors.html.

50. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities except as mentioned:

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights: NA

c) Issue of shares under employees stock option scheme: NA

d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

e) Buy back shares: NA

f) Disclosure about revision: NA

g) Preferential Allotment of Shares:

The Company was admitted into Corporate Insolvency Resolution Process (CIRP). The Honble National Company Law Tribunal (NCLT), Hyderabad Bench, vide Order dated 01.10.2024 (Insolvency Commencement Order) had initiated Corporate Insolvency Resolution Process (CIRP) against the Company, based on the petition filed by the Financial Creditor under Section 7 of the Insolvency and Bankruptcy Code, 2016 (the Code) and has approved the Resolution Plan vide its Orders dated 12.06.2025. As per the resolution plan the following allotments were made by the company;

a) Pursuant to In-principle approval dated 24.11.2025 received from BSE and the receipt of the share subscription consideration amounting to Rs.

9,10,00,000/- (Rupees Nine Crore Ten Lakhs only) from the allottees(resolution applicant) towards CIRP expenses, employee benefit expenses and payment to operational and financial creditors; 91,00,000 (Ninety-One Lakhs only) equity shares of Rs. 10/- each at an issue price of Rs. 10/- per equity share were allotted on Preferential basis in promoter category in the board meeting held on 8th December, 2025.

b) Pursuant to the same In-principle approval dated 24.11.2025 received from BSE and the receipt of the share subscription consideration amounting to Rs. 25,00,00,000/- (Twenty- Five Crore only) from 60 (Sixty) allottees (Non promoter category); 50,00,000 (Fifty Lakh only) equity shares of Rs. 10/-

each at an issue price of Rs. 50/- per equity share (including a premium of Rs. 40/- each) were allotted on Preferential basis to the said allottees in the board meeting held on 8th December, 2025.

c) Pursuant to the Scheme of Arrangement between M/s. Keto Motors Private Limited (Transferor Company) and M/s. Taaza International Limited (Transferee Company) (currently known as Keto Motors Limited); 3 (Three) Equity shares of face value of Rs.10/- each of Keto Motors Limited (formerly known as Taaza International Limited) were allotted for every 2 (Two) Equity shares of face value Rs. 10/- each held by members in the Keto Motors Private Limited. Therefore in the meeting of board of directors of the company held on 31st March, 2026 a total of 5,60,47,800 equity shares were allotted to the shareholders of Keto Motors Private Limited in the promoter category.

h) Issue of equity shares with differential rights as to dividend, voting: NA

51. MATERNITY BENEFIT COMPLIANCE:

Your Company is fully compliant with the provisions of the Maternity Benefit Act, 1961, as amended. All eligible women employees shall be provided maternity leave and related benefits in accordance with the applicable laws. The Company ensures a safe and supportive working environment, and remains committed to promoting the well-being of its women employees through fair and inclusive workplace policies.

During the financial year, no employee has availed maternity benefits under the provisions of the Maternity Benefit Act.

52. HUMAN RESOURCES

The Company believes that the quality of its employees is the key to its success and is committed to providing necessary human resource development and training opportunities to equip employees with additional skills to enable them to adapt to contemporary technological advancements.

Industrial relations during the year continued to be cordial and the Company is committed to maintaining good industrial relations through effective communication, meetings and negotiation.

53. APPRECIATION & ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the overwhelming cooperation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, cooperation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company, SEBI, BSE, NSDL, CDSL, Bankers etc. for their continued support for the growth of the Company.

For and on behalf of the Board Keto Motors Limited (Formerly known as Taaza International Limited)

Place: Hyderabad Date: 29.08.2026

Sd/-	Sd/-
Jhansi Sanivarapu	Venkatesh Challa
Wholetime Director	Director
DIN: 03271569	DIN: 08891249