Matrix Geo Solutions Ltd Directors Report

TO,

The Members of

Matrix Geo Solutions Limited

Your Directors have the pleasure in presenting the Eighteenth Boards Report of your Company together with the Audited Financials Statement of Accounts and the Auditors Report of your company for the financial year ended 31st March, 2026.

1. MAJOR HIGHLIGHTS OF THE REPORT

The following major corporate actions have taken place during the financial year under review:

a) RELATED TO THE IPO OF THE COMPANY

During the year under review, your Company successfully completed its Initial Public Offer (IPO) and raised an aggregate amount of Rs. 40,19,80,800/- (Rupees Forty Crore Nineteen Lakh Eighty Thousand and Eight Hundred Only) through the said offering. The salient details of the IPO are as under:

i. During the year under review, your Company successfully completed its Initial Public Offer (IPO) and raised an aggregate amount of Rs. 40,19,80,800/- (Rupees Forty Crore Nineteen Lakh Eighty Thousand and Eight Hundred Only) through the said offering. The salient details of the IPO are as under:

Particulars	Details
Issue Price	Rs. 104/- per Equity Share
Face Value	Rs. 10/- per Equity Share
Premium	Rs. 94/- per Equity Share
Issue Opening Date	23rd September, 2025
Issue Closing Date	25th September, 2025
Date of Allotment	26th September, 2025
Listing Date	30th September, 2025
Listing Platform	SME Emerge Platform, National Stock Exchange of India Limited (NSE)

ii. The Equity Shares allotted pursuant to the IPO, across various investor categories, are as follows:

Category	Equity Shares Allotted
Reserved for Market Makers	2,13,600
Reserved for QIB (excluding Anchor Investor)	7,30,800
Reserved for Individual Investors	12,79,200
Reserved for Non-Institutional Investors (upto Rs. 10 Lacs)	1,83,600
Reserved for Non-Institutional Investors (above Rs. 10 Lacs)	3,67,200
Anchor Portion	10,90,800
Total	38,65,200

iii. The Equity Shares of your Company are presently listed and traded on the SME Emerge Platform of National Stock Exchange of India Limited (NSE). For further information relating to investor relations, members may visit the Companys website at https://www.matrix-geo.com/investor-relations.

iv. Your Board of Directors places on record its sincere gratitude to all the investors, intermediaries, and stakeholders for their overwhelming confidence and support extended during the IPO process.

b) RELATED TO THE RESTRUCTURING OF COMPANY

i. Then Paid-up share capital of the Company has been increased from Rs. 10,71,66,320/- (Rupees Ten Crore Seventy-One Lakhs Sixty-Six Thousand Three Hundred and Twenty Only) to Rs. 14,58,18,320/- (Rupees Fourteen Crore Fifty Eighth Lakhs Eighteen Thousand Three Hundred and Twenty Only).

ii. M/s Deepak V Sharma & Co., Practicing Company Secretary, having COP No. 25498 appointed as Secretarial Auditor of the Company for the period of next 5 (Five) Financial Years, in the AGM held on 20-09-2025.

iii. Mrs. Kirti Hisaria (ACS 38205) resigned from the office of Company Secretary and Compliance Officer of the Company on 09-12-2025.

iv. Mr. Avneesh Kumar (ACS 27708) appointed as Company Secretary and Compliance Officer of the Company w.e.f. 17-12-2025.

v. M/s Rohit KC Jain & Co., Chartered Accountants, having Firm Registration Number 020422N, appointed as Internal Auditors of the Company to conduct the Internal Audit for the financial year 2025-26.

vi. During the year under review the Corporate Identity Number (CIN) of the Company changed from U74909DL2008PLC180850 to L74909DL2008PLC180850 w.e.f 15-01-2026, after the approval of Ministry of Corporate Affairs, due to conversion from Unlisted Public Company to Listed Public Company.

2. STATE OF AFFAIRS OF THE COMPANY [PURSUANT TO SECTION 134(3)(I) OF THE ACT]

1. THE FOLLOWING MAJOR CORPORATE ACTIONS HAVE TAKEN PLACE DURING THE FINANCIAL YEAR UNDER REVIEW:

a) FINANCIAL SUMMARY/HIGHLIGHTS [PURSUANT TO RULE 8(5)(I) OF THE COMPANIES (ACCOUNTS) RULES, 2014]

i. Summary of various items of Profit and Loss Account of the Company is given below:

The Company has registered substantial growth in income as well as profit before and after tax. Summary of various items of Profit & Loss Account of the Company is given below:

Particulars	Amount (INR) F.Y 2025-26	F.Y 2024-25
Revenue from Operations	40,10,08,000	22,09,42,000
Other Income	1,37,45,000	9,83,000
Gross Income	41,47,53,000	22,19,25,000
Total Expenditure	28,00,15,000	14,43,18,000
Expenses other than Depreciation	27,01,31,000	14,08,82,000
Gross Profit Before Depreciation	14,46,22,000	8,10,43,000
Less: Depreciation & Amortization	98,84,000	34,36,000
Net Profit Before Tax & Exceptional Items	13,47,38,000	7,76,07,000
Less: Prior Period Items	0	0
Particulars	Amount (INR) F.Y 2025-26	F.Y 2024-25
Net Profit Before Tax	13,47,38,000	7,76,07,000
Less: Tax Expenses for the year	3,57,97,000	1,95,32,000
Net Profit After Tax	10,05,92,000	5,80,75,000
Less: Proposed Dividend on Equity Shares	0	0
Less: Tax on proposed Dividend	0	0
Amount available for further appropriations	10,05,92,000	5,80,75,000
Amount Transferred to General Reserve	0	0
Amount Transferred to Accumulated P&L A/c	10,05,92,000	5,80,75,000
Total Surplus carried to Balance Sheet	10,05,92,000	5,80,75,000

b) SUMMARY OF VARIOUS ITEMS OF BALANCE SHEET OF THE COMPANY IS GIVEN BELOW:

Particulars	F.Y 2025-26 (INR)	F.Y 2024-25 (INR)	Increase/ Decrease
Authorized Share Capital	17,00,00,000	17,00,00,000	0.00%
Paid-Up Share Capital	14,58,18,320	10,71,66,320	36.07%
Free Reserves	0	0	0.00%
Surplus/Deficit in Statement of P&L	17,12,99,000	7,07,07,000	142.27%
Share Premium Reserve	33,78,43,000	3,96,65,000	751.74%
Total Reserves & Surpluses	50,91,41,000	11,03,72,000	361.30%
Net Worth	65,49,60,000	21,75,39,000	201.07%
Total Long-Terms Borrowings (Secured)	1,55,69,000	1,60,60,000	-3.06%
Total Long-Terms Borrowings (Unsecured)	0	0	0.00%
Particulars	F.Y 2025-26 (INR)	F.Y 2024-25 (INR)	Increase/ Decrease
Total Short-Terms Borrowings (Secured)	10,18,000	7,51,000	35.55%
Total Short-Terms Borrowings (Unsecured)	0	0	0.00%
Total Borrowings of the Company	1,65,87,000	1,68,11,000	-1.33%
Sundry creditors (Trade Payable)	7,75,58,000	4,02,76,000	92.57%
Other Payables	0	0	0.00%
Fixed Assets (WDV)	5,19,06,000	4,01,04,000	29.43%
Long-Term Investment	0	0	0.00%
Short-Term Investment	20,00,00,000	0	0%
Inventories	0	0	0.00%
Cash & bank Balances	6,66,54,000	6,08,37,000	9.56%
Sundry Debtors	37,64,90,000	11,96,83,000	214.57%
Loans & Advances	25,36,000	25,36,000	0.00%

b) SUMMARY OF VARIOUS ITEMS OF BALANCE SHEET OF THE COMPANY

1. During the year under review, the Company successfully completed its Initial Public Offer (IPO) and issued a total of 38,65,200 Equity Shares of Rs. 10/- each, pursuant to which the Paid-Up Share Capital of the Company increased from Rs. 10,71,66,320/- to Rs. 14,58,18,320/- , registering a growth of 36.07%.
2. The aforesaid 38,65,200 Equity Shares were issued at a premium of Rs. 94/- per share, resulting in a substantial accretion to the Share Premium Reserve, which surged from Rs. 3,96,65,000/- to Rs. 33,78,43,000/- , reflecting an increase of 751.74%. The Authorized Share Capital of the Company remained unchanged at Rs. 17,00,00,000/- during the year.
3. As a direct outcome of the IPO proceeds and improved operational performance, the Total Reserves & Surpluses of the Company grew significantly from Rs. 11,03,72,000/- to Rs. 50,91,41,000/- , an increase of 361.30%. Correspondingly, the Surplus in the Statement of Profit & Loss increased from Rs. 7,07,07,000/- to Rs. 17,12,99,000/- , recording a growth of 142.27%, reflecting the Companys improved profitability during the year.
4. The Net Worth of the Company witnessed a remarkable growth of 201.07%, increasing from Rs. 21,75,39,000/- to Rs. 65,49,60,000/- , primarily driven by the fresh capital infused through the IPO and the accretion of profits during the year. This significant strengthening

5. The Company has maintained a prudent and conservative borrowing profile. Total Borrowings of the Company marginally decreased from Rs. 1,68,11,000/- to Rs. 1,65,87,000/- , a reduction of 1.33%, indicating the Companys conscious effort towards de-leveraging. Secured Long-Term Borrowings stood at Rs. 1,55,69,000/- as against Rs. 1,60,60,000/- in the previous year, a decline of 3.06%. Secured Short-Term Borrowings increased modestly from Rs. 7,51,000/- to Rs. 10,18,000/- , representing a 35.55% rise, attributable to working capital requirements arising from business expansion post-IPO. There were no Unsecured Borrowings, either long-term or short-term, during the year.
6. The Sundry Debtors (Trade Receivables) increased significantly from Rs. 11,96,83,000/- to Rs. 37,64,90,000/- , a growth of 214.57%, which is commensurate with the Companys enlarged scale of operations and expanded business activity following the IPO. The management is closely monitoring the receivables cycle and has put in place adequate measures to ensure timely realization.
7. In line with the growth in business operations, the Sundry Creditors (Trade Payables) also increased from Rs. 4,02,76,000/- to Rs. 7,75,58,000/- , registering a growth of 92.57%, reflecting higher procurement activity and business volumes. The increase in both trade receivables and trade payables is a natural corollary of the Companys expanded operations during the year.
8. The Fixed Assets (at Written Down Value) of the Company increased from Rs. 4,01,04,000/- to Rs. 5,19,06,000/- , a growth of 29.43%, indicating continued investment in operational infrastructure and capital assets to support the Companys growing business requirements.
9. The Cash and Bank Balances of the Company stood at Rs. 6,66,54,000/- as against Rs. 6,08,37,000/- in the previous year, registering a growth of 9.56%, reflecting healthy liquidity position of the Company.
10. During the year, the Company has made a Short-Term Investment of Rs. 20,00,00,000/- (Rupees Twenty Crore Only) in Fixed Deposits with scheduled banks, reflecting the Companys disciplined approach to deploying IPO proceeds in safe and liquid instruments while evaluating long-term deployment opportunities. No such investment existed in the previous year.
11. The Loans and Advances remained unchanged at Rs. 25,36,000/- as compared to the previous year, indicating stability in the Companys advance and prepayment position.
12. There were no Free Reserves, Long-Term Investments, Other Payables, or Inventories during the year under review, consistent with the nature of the Companys business operations.

c) BRIEF ANALYSIS OF PERFORMANCE OF COMPANY

The financial component-wise change in various heads of income and expenditure is summarized below for better understanding and readability of the performance of the Company:

Particulars	F.Y 25-26	Percentage of Gross Income/ Total Exp	F.Y 24-25	Percentage Increase/ Decrease
Total Revenue from Operations	40,10,08,000	96.69%	22,09,42,000	99.56%
Other Income	1,37,45,000	3.31%	9,83,000	0.44%
Gross Income for the period	41,47,53,000	100.00%	22,19,25,000	100.00%
Components of Expenditure
Purchases	15,39,40,000	54.98%	7,26,45,000	50.34%
Employees Benefit Expense	4,04,36,000	14.44%	3,90,24,000	27.04%
Directors Remuneration	82,00,000	2.93%	57,00,000	3.95%
Finance Cost	16,24,000	0.58%	17,51,000	1.21%
Depreciation/ Amortization	98,84,000	3.53%	34,36,000	2.38%
Other expenses	6,59,32,000	23.55%	2,17,63,000	15.08%
Total Expenditure	28,00,15,000	100.00%	14,43,18,000	100.00%
Profit before Tax & Exceptional Items	13,47,38,000	--	7,76,07,000	--
Prior Period Items	0	--	0	--
Profit before Tax	13,47,38,000	--	7,76,07,000	--
Tax burden for the year	3,57,97,000	--	1,95,32,000	--
Profit after tax	10,05,92,000	--	5,80,75,000	--

1. During the financial year 2025-26, the Company has demonstrated strong and consistent growth across all key financial parameters, in line with its planned business trajectory. The Total Revenue from Operations increased substantially from Rs. 22,09,42,000/- to Rs. 40,10,08,000/- , registering a growth of approximately 81.50%, reflecting the Companys enhanced operational capacity and wider client base post-IPO. Revenue from Operations constituted 96.69% of the Gross Income for the year, underscoring the core operational strength of the business. Other Income stood at Rs. 1,37,45,000/- , contributing 3.31% to the Gross Income, as against Rs. 9,83,000/- in the previous year, the significant increase therein being attributable to interest income earned on Fixed Deposit investments made from IPO proceeds. The Total Income for the period accordingly increased from Rs. 22,19,25,000/- to Rs. 41,47,53,000/- .
2. On the expenditure side, the Total Expenditure for the year stood at Rs. 28,00,15,000/- as against Rs. 14,43,18,000/- in the previous year, commensurate with the expanded scale of operations. The major components of expenditure are analyzed hereunder:

Purchases constituted the largest component of total expenditure at 54.98% (Rs. 15,39,40,000/- ), up from Rs. 7,26,45,000/- ( 50.34% of total expenditure in FY 2024-25), reflecting higher procurement volumes in line with increased business activity, particularly in Aerial Survey and Survey Related Services. Employee Benefit Expenses increased from Rs. 3,90,24,000/- to Rs. 4,04,36,000/- representing 14.44% of total expenditure. The increase of approximately 3.61% is attributable to the Companys strategic decision to onboard additional skilled, technical, and professional staff in anticipation of future business growth and project requirements. Directors Remuneration stood at Rs. 82,00,000/- as against Rs. 57,00,000/- in the previous year, constituting 2.93% of total expenditure, reflecting the enhanced responsibilities of the managerial personnel commensurate with the Companys growth. Finance Costs reduced from Rs. 17,51,000/- to Rs. 16,24,000/- , constituting a mere 0.58% of total expenditure, reflecting the Companys continued deleveraging and minimal dependence on external debt financing. Depreciation and Amortization expenses increased from Rs. 34,36,000/- to Rs. 98,84,000/- , constituting 3.53% of total expenditure and registering a growth of 187.66%, primarily on account of capitalization of new assets during the year in support of expanded operational infrastructure.

• Other Expenses stood at Rs. 6,59,32,000/-, constituting 23.55% of total expenditure as against Rs. 2,17,63,000/- (15.08%) in the previous year. The increase is attributable to higher administrative, operational, and business development expenditures incurred in the course of scaling up operations post-IPO.

3. The Profit before Tax and Exceptional Items for FY 2025-26 stood at Rs. 13,47,38,000/- as against Rs. 7,76,07,000/- in FY 2024-25, reflecting a growth of approximately 73.62%. There were no Prior Period or Exceptional Items during either year. After providing for a Tax burden of Rs. 3,57,97,000/- (as against Rs. 1,95,32,000/- in the previous year), the Profit after Tax (PAT) for the year stood at Rs. 10,05,92,000/- as compared to Rs. 5,80,75,000/- in the previous year, registering an impressive growth of approximately 73.21%, which is a testament to the Companys strong operational efficiency and managements focused approach to profitable growth.
4. The Earnings Per Share (EPS) of the Company increased from Rs. 5.42 to Rs. 7.95, reflecting enhanced value creation for shareholders during the year. This improvement in EPS, notwithstanding the significant increase in paid-up capital pursuant to the IPO, is indicative of the Companys strong earnings momentum.
5. The major factors contributing to the sustained and improved performance of the Company during the year are summarized as follows:

• The Company has strategically intensified its focus on Aerial Survey Services and other Survey Related Services, which command significantly higher profit margins as compared to other business segments. The increased emphasis on these high-value service lines has contributed meaningfully to the improvement in overall profitability.
• The Depreciation and Amortization expenses increased by 187.66% during the year, primarily due to fresh capitalization of assets. While this has moderated reported profits to a limited extent, the underlying asset creation is expected to generate long-term economic benefits and support future revenue growth.
• The Company has made strategic investments in human capital by recruiting talented, skilled, and technically qualified professionals in alignment with the future growth aspirations of the Company. Although this has resulted in an increase in Employee Benefit Expenses, it positions the Company favorably to undertake larger and more complex projects going forward.
• The Finance Costs of the Company have declined from Rs. 17,51,000/- to Rs. 16,24,000/-, reflecting the Companys disciplined approach to debt management and its preference for equity-funded growth, as evidenced by the successful IPO during the year.

The overall improvement in performance is the result of controlled expenditure management, a favorable shift in the nature and mix of business, a positive and proactive management approach, and the benefits of economies of scale, all of which have collectively contributed to sustaining and enhancing the revenue from operations and the net profitability of the Company.

d) CERTAIN KEY FINANCIAL RATIOS AS ON 31ST MARCH 2026

Important key performance ratios are given below:

S. No Particulars	Financial Ratios
1 Return on Capital Employed Ratio	20.82%
2 Return on Equity	23.06%
3 Net Profit Ratio	25.08%
4 Debt/Equity Ratio	0.03 Times
5 Debt Service Coverage Ratio	0.00 Times
6 Current Ratio	7.13 Times
7 Trade Receivable Turnover Ratio	1.62 Times
8 Trade Payable Turnover Ratio	2.61 Times
9 Inventory turnover Ratio	-

e) Future Outlook

1. The Board of Directors of the Company views the future with confidence and optimism. Having successfully completed its Initial Public Offer during the year and significantly strengthened its financial position, the Company is well-poised to capitalize on the emerging opportunities in the Aerial Survey, Geospatial, and Survey-Related Services sector. The Board is committed to the continued enhancement of the operational capacities, technical capabilities, and human resources of the Company, with a view to sustaining and accelerating the current pace of growth. The overall performance of the Company is expected to show further and consistent improvement in the coming years, driven by a robust order pipeline, expanded client base, and strategic investments made during the year.

2. The Board intends to actively expand and scale up the business operations of the Company within its existing core business verticals. To support this growth strategy, the Company proposes to make targeted investments in state-of-the-art survey equipment, advanced geospatial technologies, and cutting-edge software platforms, which are critical to enhancing service quality, operational efficiency, and competitive positioning. In addition, the Company recognizes the need to strengthen its working capital base to support higher order execution volumes and longer project cycles that are characteristic of the industry. The funds raised through the IPO are being judiciously deployed towards these strategic objectives, and the Company will continue to evaluate additional avenues for optimal capital utilization.
3. The Indian geospatial and aerial survey industry is witnessing significant tailwinds, driven by increasing government expenditure on infrastructure development, urban planning, defence mapping, disaster management, and smart city initiatives. The Company is strategically positioned to benefit from these macro-level opportunities, and the Board is confident that the Companys domain expertise, technical proficiency, and post-IPO financial strength will enable it to secure larger and more complex projects in the near to medium term.
4. The Company remains committed to investing in talent development and organizational capacity building as a key enabler of long-term sustainable growth. The Board recognizes that a skilled, technically proficient, and motivated workforce is central to the successful execution of complex survey and geospatial projects, and will continue to attract and retain high-quality professionals across technical and managerial functions.
5. While remaining mindful of the risks and uncertainties inherent in the business environment, including technological disruptions, competitive pressures, regulatory changes, and macroeconomic factors, the Board is confident in the Companys ability to navigate these challenges through its experienced management team, strong client relationships, and sound corporate governance practices. The Board remains steadfastly focused on delivering sustainable value to all its shareholders and stakeholders in the years ahead.

2. CHANGE IN THE NATURE OF BUSINESS [PURSUANT TO RULE 8(5) (II) OF THE COMPANIES (ACCOUNTS) RULES, 2014]

The Company is carrying on business related to geography including photogrammetric, mapping, geological surveys, LIDAR Processing etc. in the field of information and communication. These activities have been duly enshrined in the Memorandum of Association of the Company under Clause III(A). There has been no change in the nature of activities of the Company during the financial year ended on 31st March 2026.

3. DETAILS OF DIRECTORS KEY MANAGERIAL PERSONNEL [PURSUANT TO RULE (8)(5)(III) OF THE COMPANIES (ACCOUNTS) RULES, 2014]

1. CERTAIN KEY FINANCIAL RATIOS AS ON 31ST MARCH 2026

Important key performance ratios are given below:

S. No Name of Director	Designation	Date of Joining	Date of Cessation
1 Mr. Rahul Jain	Managing Director	15-06-2024	---
2 Mr. Amit Sharma	Whole Time Director	15-06-2024	---
3 Mrs. Harshada Kulkarni	Whole Time Director	15-06-2024	---
4 Mrs. Meenal Jain	Whole Time Director	15-06-2024	---
5 Mr. Atishay Jain	Non-Executive Independent Director	10-12-2024	---
6 Mr. Shashank Garg	Non-Executive Independent Director	10-12-2024	---
7 Mr. Dilip Kumar	Non-Executive Independent Director	10-12-2024	---

2) CHANGES OCCURRED IN KEY MANAGERIAL PERSONNEL DURING THE FINANCIAL YEAR

The following changes took place in the composition of Key Managerial Personnel during the financial year:

Mrs. Kirti Hisaria (ACS 38205) resigned from the position of Company Secretary of the Company on 09-12-2025. Mr. Avneesh Kumar (ACS 27708) appointed as Company Secretary and Compliance Officer of the Company w.e.f. 17-12-2025.

3) CHANGES OCCURRED IN KEY MANAGERIAL PERSONNEL AFTER THE CLOSURE OF THE FINANCIAL YEAR:

The Following changes took place in the composition of Key Managerial Personnel (KMP) of the Company after closure of financial year:

Mr. Shivam Kumar has resigned from the position of Chief Financial Officer (CFO) of the Company w.e.f. 30-06-2026.

4) RECOMMENDATIONS FOR APPROVAL OF THE SHAREHOLDERS IN ENSUING ANNUAL GENERAL MEETING

a. Re-appointment of Directors liable to Retire by rotation

Accordingly, Mrs. Harshada Kulkarni (DIN: 10434482), Whole Time Director, who is holding office longest amongst the directors liable to retire by rotation, will retire at this Annual General Meeting.

Further, Mrs. Harshada Kulkarni, being eligible and has offered herself for her re-appointment as a director in the capacity of Whole Time Director.

The Board proposes her re-appointment in the upcoming Annual General Meeting. Further, the retirement of Mrs. Harshada Kulkarni and her reappointment, if approved by the shareholders, shall not constitute a break in her office either as director or as Whole Time Director.

b. Formation of Committees of the Board

Pursuant to various provisions of the Companies Act, 2013 and rules made thereunder, SEBI(LODR) Regulation, 2015 and SEBI (ICDR) Regulations 2018, the Board has constituted three Committees of the Board on December 27, 2024. The composition of all the Committees as on date of this report is as follows:

i) Audit Committee:

S. No Name of the Director	Designation
1 Mr. Dilip Kumar	Chairman (Non-Executive Independent Director)
2 Mr. Shashank Garg	Member (Non-Executive Independent Director)
3 Mr. Amit Sharma	Member (Whole Time Executive Director)

ii) Stakeholders Relationship Committee:

S. No Name of the Director	Designation
1 Mr. Dilip Kumar	Chairman (Non-Executive Independent Director)
2 Mrs. Meenal Jain	Member (Whole Time Executive Director)
3 Mr. Amit Sharma	Member (Whole Time Executive Director)

iii) Nomination and remuneration Committee:

S. No Name of the Director	Designation
1 Mr. Dilip Kumar	Chairman (Non-Executive Independent Director)
2 Mrs. Meenal Jain	Member (Whole Time Executive Director)
3 Mr. Amit Sharma	Member (Whole Time Executive Director)

The Company Secretary of the Company will be the secretary for all the Committees of Board.

c. Formation of Committees of the Board [Pursuant to Rule (8)(5)(iv) of the Companies (Accounts) Rules, 2014]

The Company does not have any holding, Subsidiary, joint Venture or associate Company, so the disclosure under this clause is not applicable.

d. Details relating to deposits covered under Chapter V of the Act. [Pursuant to Rule (8)(5)(v) of the Companies (Accounts) Rules, 2014]

The Company is a Public Limited Company as on date and has neither accepted nor invited any deposits covered under Chapter V of the Companies Act, 2013 and therefore no further disclosures as required under sub-clauses (b) to (d) of under Rule 8(5)(v) of the Companies (Accounts) Rules, 2014 are relevant.

e. Statement of the Board Regarding Integrity, Expertise, Experience and Proficiency of Independent Directors Appointed During the Year [Pursuant to Rule (8)(5)(iiia) of the Companies (Accounts) Rules, 2014]

The Board hereby confirms that in its opinion, all the Independent Directors appointed or holding office during the financial year 2025-26 possess the requisite integrity, expertise, experience, and proficiency as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Independent Directors have furnished their declarations of independence under Section 149(6) of the Companies Act, 2013, and the Board, after due assessment, is satisfied that such declarations are true and correct and that none of the Independent Directors have any material pecuniary relationship with the Company that could affect their independence.

The Board is satisfied that the Independent Directors contribute meaningfully to Board deliberations through their diverse knowledge and professional experience, and their association is in the best interest of the Company and its stakeholders.

f. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future. [Pursuant to Rule (8)(5)(v) of the Companies (Accounts) Rules, 2014]

The Company remains to be a going concern. During the reporting period none of the subject Courts or Authorities has passed any order which has or may have any impact on the Going Concern Status of the Company.

g. The details in respect of adequacy of internal financial controls over financial reporting with reference to the financial statements.

[Pursuant to Rule (8)(5)(viii) of the Companies (Accounts) Rules, 2014]

The Company is a listed public company and has, in all material respects, adequate internal financial controls over financial reporting, and all the financial transactions are generally done with proper information to and authorization of the Board. Adequate information in respect of each major item of income and expense is pre-informed by the Board and proper approvals are obtained.

The Company has, in all material respects, adequate internal financial control over financial reporting and the same are operating effectively. The internal financial controls commensurate the nature and size of business of the Company and the same has been confirmed by the Auditors in their report on the Financial Statements of the Company for the reporting period.

4. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, copy of the Annual Return of the Company for the financial year 2025-26 prepared in accordance with Section 92(1) of the Companies Act, 2013 is available on the website of the Company under the Annual Return Category at https://www.matrix-geo.com/investor-relations.

5. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES [PURSUANT TO SECTION 134(3)(B)]

1) MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year ended on 31st March 2026, the Company held a total of 12 Meetings of the Board of Directors in accordance with Section 173 of Companies Act, 2013. The provisions of Companies Act, 2013 and Rules made thereunder were duly complied in respect of convening and holding the meetings and the proceedings of the same were duly written in minutes book maintained for the purpose. The dates of the meetings are given below:

S. No	Date	S. No	Date	S. No	Date	S. No	Date
1	15-04-2025	2	21-05-2025	3	30-06-2025	4	27-08-2025
5	01-09-2025	6	15-09-2025	7	22-09-2025	8	26-09-2025
9	10-11-2025	10	17-12-2025	11	21-01-2026	12	27-03-2026

2) MEETINGS OF THE COMMITTEES OF BOARD

The details of meetings of the Committees of the Board held during the financial ended 31st March 2026, are given below:

S. No	Audit Committee	Nomination & Remuneration Committee	Stakeholders Relationship Committee
1	15-04-2025	01-09-2025	22-09-2025
2	27-08-2025	10-11-2025	-
3	01-09-2025	17-12-2025	-
4	10-11-2025	-	-
5	21-01-2026	-	-

3) ATTENDANCE OF THE DIRECTORS

a. Attendance in Board Meetings

S. No Name of Director	No. of meetings held during his/her period	No. of meetings attended
1 Mr. Rahul Jain	12	12
2 Mr. Amit Sharma	12	12
3 Mrs. Harshada Kulkarni	12	12
4 Mrs. Meenal Jain	12	12
5 Mr. Atishay Jain	12	5
6 Mr. Shashank Garg	12	6
7 Mr. Dilip Kumar	12	11

b. Attendance in Last Annual General Meeting

The Company held its Annual General Meeting on 20-09-2025 during the Financial Year and the meeting was attended by all the directors of the Company.

c. Attendance in Meetings of Audit Committee

The Company held its Annual General Meeting on 20-09-2025 during the Financial Year and the meeting was attended by all the directors of the Company.

S. No Name of Director	No. of Meetings Held during his/her tenure	No. of Meetings attended
1 Mr. Dilip Kumar	5	4
2 Mr. Amit Sharma	5	5
3 Mr. Shashank Garg	5	3

d. Attendance in Meetings of Nomination and Remuneration Committee

S. No Name of Director	No. of Meetings Held during his/her tenure	No. of Meetings attended
1 Mr. Dilip Kumar	3	3
2 Mr. Atishay Jain	3	2
3 Mr. Shashank Garg	3	2

d. Attendance in Meetings of Stakeholders Relationship Committee

S. No Name of Director	No. of Meetings Held during his/her tenure	No. of Meetings attended
1 Mr. Dilip Kumar	1	1
2 Mrs. Meenal Jain	1	1
3 Mr. Amit Sharma	1	1

5) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 read with Section 134(5) of that Act, the Board of Directors of the Company confirms that

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.
ii. 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 and loss of the company for that period.
iii. The directors had taken proper and sufficient care of 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.
iv. The directors had prepared the annual accounts on a going concern basis; and
v. The internal financial controls to be followed by the company had been laid down and that such internal financial controls are adequate and operating effectively; and
vi. 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.

6) PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of Matrix Geo Solutions Limited has carried out an annual evaluation of its own performance, the performance of its Committees, the Chairperson and the individual Directors, including Independent Directors, for the financial year under review.

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the Board, its Committees and individual Directors. The evaluation criteria, inter alia, include:

• Attendance and active participation at Board and Committee Meetings.
• Contribution to strategic planning and decision-making.
• Understanding of the Companys business, industry and regulatory environment.
• Independence of judgment and ability to constructively challenge management proposals.
• Adherence to the Code of Conduct and fiduciary responsibilities.
• Overall contribution to the Companys growth and governance standards.

The evaluation was conducted through a structured questionnaire circulated to all Directors, covering the above parameters at the Board, Committee and individual Director level. The Independent Directors, at their separate meeting, reviewed the performance of the NonIndependent Directors, the Board as a whole and the Chairperson, taking into account the views of the Executive and Non-Executive Directors. The performance evaluation of each Independent Director was carried out by the entire Board, excluding the Director being evaluated. The Board expressed satisfaction with the evaluation process and the outcome thereof, and noted that the Board has an appropriate mix of skills, experience and diversity to discharge its responsibilities effectively.

7) REPORTING OF FRAUDS [PURSUANT TO SECTION 134(3) (CA)]

During the reporting period, the Auditors of the Company have not reported any fraud pursuant to Section 143(2) of the Companies Act, 2013 and therefore no further disclosure under section 134(3) (ca) are required to be made in the Boards Report.

8) STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS [PURSUANT TO SECTION 134(3)(D)]

The Company has received declarations from all Independent Directors under section 149(7) of the Companies Act, 2013, confirming they meet the criteria of independence as laid down in section 149(6).

9) COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION ETC [PURSUANT TO SECTION 134(3)(E)]

During the reporting period the Company is covered under section 178(1) read with Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014 and therefore the Nomination and remuneration Committee has duly formulated the policy on appointment and remuneration of directors, KMP and Senior Management. A copy of the same is available at website of the Company under the Corporate Policies Category at https://www.matrix-geo.com/investor-relations. A copy of the policy is annexed with this report as Annexure- A.

10) COMMENTS AND EXPLANATION ON THE QUALIFICATION AND DISCLAIMER ETC. OF THE STATUTORY AUDITORS [PURSUANT TO SECTION 134(3)(F)(I)]

CA Sudesh Kumar, Chartered Accountant, on behalf of M/s Sudesh D Kumar & Co., Chartered Accountants, the Statutory Auditors of the Company have conducted the audit of financial statements for the Financial Year ended on 31st March, 2026 and have accordingly submitted their report. The Notes annexed to the Audited financial statements are self-explanatory and do not call for any further comments.

The Auditors Report does not contain any reservations, qualifications, adverse remarks or disclaimers and therefore no further comments or explanation are required pursuant to Section 134(3)(f)(i) of the Companies Act, 2013.

11) STATUTORY AUDITORS

1. M/s Sudesh D Kumar & Co., Chartered Accountants appointed as Statutory Auditors on 30-09-2024 to conduct the audit from F.Y 2024-25 to 2028-29 under section 139(1) of the Companies Act, 2013 and to hold office from the conclusion of ensuing Annual General Meeting till the conclusion of twenty first Annual General Meeting of the Company.
2. The Auditors were paid a remuneration of Rs. 6,50,000/- for carrying on the audit of the Financial Statements for the year ended on 31st March, 2026.

12) SECRETARIAL AUDITORS

The Company being a listed company is covered under section 204 of the Companies Act, 2013 and on the recommendation of the Audit Committee and further proposed by the Board of Directors at their meeting held on August 27, 2025 to appoint M/s Deepak V Sharma & Co. as the Secretarial Auditor in the AGM held on 20-09-2025 and the approval of the Members accorded to appoint M/s Deepak V Sharma & Co. a Peer Reviewed Company Secretary in Practice having Peer Review Certificate No. 5736/2024 and having COP No. 25498 as Secretarial Auditor of the Company for conducting the Secretarial Audit for a term of five consecutive years with effect from April 1, 2025.

COP No. 25498 as Secretarial Auditor of the Company for conducting the Secretarial Audit for a term of five consecutive years with effect from April 1, 2025.

13) COMMENTS AND EXPLANATION ON THE QUALIFICATION AND DISCLAIMER ETC. OF THE SECRETARIAL AUDITORS [PURSUANT TO SECTION 134(3)(F)(II)]

The Company being a listed company is covered under section 204 of the Companies Act, 2013 and accordingly the members had appointed M/s Deepak V Sharma & Co., Company Secretaries in whole time practice for conducting the Secretarial Audit of the Company. The Secretarial Auditor have submitted their report on 01st August 2026 which has been taken on record by the Board on 17th August, 2026. A copy of the report is annexed herewith as Annexure- B. The Secretarial Auditors Report does not contain any reservations, qualifications, adverse remarks or disclaimers.

14) PARTICULAR LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 [PURSUANT TO SECTION 134(3)(G)]

The Board of Directors of the Company confirms, pursuant to Section 134(3)(g) of the Companies Act 2013, that:

During the period under review the Company has not given any loans covered under Section 186 of the Companies Act, 2013. The Company has not provided any guarantees covered under Section 186 of the Companies Act, 2013; and The Company has not made any investment covered under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

15) CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES [PURSUANT TO SECTION 134(3)(H)]

All the transactions were entered into at arms length basis and proper approvals of the Board were taken wherever required. The Board expressly states and confirms that: Appropriate approvals under section 188 of the Companies Act, 2013 were obtained wherever required. All the related party transactions that were entered into during the financial year were in the ordinary course of business. All the related party transactions that were entered into during the financial year were on arms length basis; and There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and approvals of the Board of Directors and of the shareholders were obtained wherever required. The disclosure with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 as attached as Annexure- C.

16) TRANSFER TO RESERVES [PURSUANT TO SECTION 134(3)(J) OF THE ACT]

For the financial year ended 31st March, 2026 the Board of Directors of the Company does not propose to transfer any amount to General Reserve Account and recommends carrying whole of the distributable profits to accumulated profit and loss account.

17) DECLARATION OF DIVIDEND [PURSUANT TO SECTION 134(3)(K)]

Considering the size of profit and requirements of the funds, your directors do not recommend distributing any dividend for the financial year ended on 31st March, 2026.

18) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the reporting period the Company was not required to transfer any amount to the Investor Education and Protection Fund.

19) MATERIAL CHANGES AND COMMITMENTS [PURSUANT TO SECTION 134(3)(L)]

No material change has occurred, since 31st March 2026, in the nature of business and/or commitments, which affects the financial position of the company.

20) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO [PURSUANT TO SECTION 134(3)(M)]

1. Conservation of Energy, Technology Absorption: The Company is not engaged in energy intensive industry or technology intensive industry. Therefore, there is not much scope in the Company for conservation of energy and technology absorption. The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not, therefore, been furnished.
2. Foreign Exchange Earnings and Outgo: Foreign exchange earnings and Outgo during the year under review are as follows:

Particulars	Amount (In Rs.)	Purpose
Income	12,02,43,230.52	Gross Revenue from international customers.
Outgo	83,78,656.34	Project and other expenses.

21) RISK MANAGEMENT [PURSUANT TO SECTION 134(3)(N)]

The Board of Directors of the Company duly recognizes its duties and responsibilities towards its shareholders. The Risk management is of utmost importance for any business and proactive measures are required to be taken to mitigate the chances of losses due to any kind of risk. The Board has prepared an elaborate policy for risk management. A copy of the same is available at website of the Company under the Corporate Policies Category at https://www. matrix-geo.com/investor-relations.

Further, the top management and the second level management are always instructed to be vigil to identify any such threat and inform the Board accordingly. The Risk Management Policy shall be prepared and implemented very promptly as and when required.

22) DISCLOSURES RELATING TO CORPORATE SOCIAL RESPONSIBILITY [PURSUANT TO SECTION 134(3)(O) READ WITH RULE 8 OF COMPANIES (CSR) RULES, 2014]

1. The Companies Act, 2013 has brought an initiative towards betterment of society through corporate efforts. Section 135 of the Act provides for expenditure by prescribed companies of 2% of its average profits in the activities prescribed under Corporate Social Responsibility (CSR) provisions.
2. As per Section 135(1) following companies are required to comply with CSR requirements:

i. Companies having in previous year the net worth of Rs. 500 Cr. or more
ii. Companies having in previous year the turnover of Rs. 1000 Cr. or more
iii. Companies having in previous year the profit of Rs. 05 Cr. or more before income tax

3. The provisions of Section 135(1) of the Act have become applicable to the Company from F.Y 2024-25 as its net profits was above Rs. 05 Cr.
4. The Company has duly framed and approved its CSR Policy which is annexed as Annexure D part of this Board report and is also available on the website of the Company under the Corporate Policies category at https://www.matrix-geo.com/investor-relations.
5. The Financial parameters governing the amount of CSR obligation required to be spent during FY 2025-26 are as follows

6. The amount has been duly spent in CSR activities as per the Companys CSR Policy. The spendings are being done through the Implementing Agencies over the activities of distribution of Food to Poor, Promoting Education & Vocational skills, Promoting Gender Equality & Women Empowerment, Preventive Healthcare & De-addiction Programs, Senior Citizen & Community Support, Rehabilitation & Social Inclusion, Awareness & Socio-Economic Development, Training and Skill Development Workshops and Child Protection & Welfare Measures. All expenses of distribution and price are being met out of CSR obligation.
7. The Annual Report on Corporate Social Responsibility Activities is annexed as Annexure E to the part of this Board Report.
8. The Financial parameters governing the amount of CSR obligation required to be spent during FY 2026-27 are as follows:

Particulars	Amount in Lakh (INR)
Turnover (FY 2025-26)	4010.08
Net worth (FY 2025-26)	6549.6
Profit Before Tax (FY 2025-26)	1347.38
Average Profit (PAT) of last three years	861.73
Required spending on CSR for the period	17.23
Balance Amount Brought Forward	0
Total Amount required to be spent during FY 2026-27	17.23

23) DISCLOSURE IN RESPECT OF RECEIPT BY MD/WTD OF REMUNERATION FROM ITS HOLDING OR SUBSIDIARY

Mr. Rahul Jain is Managing Director of the Company whereas the Company doesnt have any Holding or Subsidiary Company, hence no such disclosure is required to be made.

24) MATTERS RELATING TO SHARES AND SHARE CAPITAL

1. Details regarding to the Authorised Share Capital: The Authorized share capital of the Company is Rs. 17,00,00,000/- (Rupees Seventeen Crore only) divided into 1,70,00,000 (One Crore Seventy Lakh) equity shares of Rs. 10/- (Rupees Ten only) each. There has been no change in the Authorized Capital of the Company during the financial year.
2. Details regarding issue and allotment of shares: The Company has successfully completed its Initial Public Offer (IPO) on 30th September 2025 and allotted a total of 38,65,200 equity shares of Rs. 10/- each at a premium of Rs. 94/- each aggregating to a total consideration of Rs. 40,19,80,800/- (Rupees Forty Crore Nineteen Lakh Eighty Thousand and Eight Hundred Only). All the equity shares of the Company are listed on the SME EMERGE platform of National Stock Exchange.
3. Details of issue of equity shares with differential rights [Pursuant to Section 43 Read with Rule 4 (4) of Companies (Share Capital & Debenture) Rules, 2014]: The Company has not issued any equity shares with differential rights during the reporting period.
4. Details of issue of sweat equity shares [Pursuant to Section 54 Read with Rule 8 (13) of Companies (Share Capital & Debenture) Rules, 2014]: The Company has not issued any Sweat Equity Shares during the reporting period.
5. Details of ESOP: The Company has not issued any ESOP during the reporting period.

25) DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM

The Company is covered under Section 177 (9) Read with Rule 7 of The Companies (Meeting of Boards and its Powers) Rules, 2014 and has duly established a Vigil Mechanism. The Whistle Blower Policy under Vigil Mechanism has been prepared and has been duly implemented. A copy of the same is available on the website of the Company under the Corporate Policies category at https://www.matrix-geo.com/investor-relations

26) PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has no subsidiary, associate or joint venture company, hence the clause is not applicable to company and no such disclosures can be made.

27) OTHER DISCLOSURES REQUIRED UNDER COMPANIES ACT, 2013

1. Requirement of maintaining cost records [Pursuant to Rule 8(5)(ix) Companies (Accounts of Companies) Rules, 2014: The Central Government has not prescribed any cost records to be maintained by the Company under sub-section (1) of section 148 of the Companies Act, 2013.
2. Internal Committee (IC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. [Pursuant to Rule 8(5)(x) Companies (Accounts of Companies) Rules 2014]

i. The Company has duly constituted the Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. ii. No case of the nature covered under the provisions was reported to the Committee during the financial year 2025-26. The following details are disclosed in this regard: a. Number of complaints of sexual harassment received in the year: Nil b. Number of complaints disposed off during the year: Nil c. Number of cases pending for more than ninety days: Nil

3. Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016: The Financial health of the Company is proper and adequate in all respects. Thus, during the year under review, there were no applications made or proceedings pending in the Company under the Insolvency and Bankruptcy Code, 2016.
4. Details of difference between valuation amount on one-time settlement and the valuation while availing loan from the banks and/or financial institutions: During the year under review, there has been no one-time settlement of Loans taken from the Banks and/or Financial Institutions.
5. Statement by the company with respect to the compliance of the provisions relating to the Maternity Benefit Act 1961: During the financial year 2025-26, there were no instances of non-compliance with any of the provisions of the Maternity Benefit Act, 1961 and the rules framed thereunder, as amended from time to time. The Company is committed to providing a supportive, inclusive, and equitable work environment for all its women employees and recognizes the importance of maternity protection as a fundamental aspect of employee welfare.

28) ACKNOWLEGEMENT

Your directors wish to express their grateful appreciation for the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, Staff and Workers of the Company.

For and on behalf of the Board of Directors

M/s Matrix Geo Solutions Limited

Date: 17-08-2026

Place: New Delhi

Amit Sharma

Whole Time Director

DIN- 02385293