Meta Infotech Ltd Directors Report

During the year under review, the Company achieved/generated a total income of Rs. 27,11,845.84 (in thousands) in the financial year 2025-2026 as compared to Rs. 22,00,178.97 (in thousands) in the financial year 2024-2025. The Company has earned a Profit after tax of Rs. 1,08,888.25 (in thousands) in the financial year 2025-2026 as compared to Rs. 1,43,142.64 (in thousands) in the financial year 2024-2025.

The Board of Directors of the Company do not propose to transfer any amount to reserves. Further, details of reserves & surplus is provided in notes 3 of financial statement.

With a view to conserve reserves for expansion of business activities, the Board of Directors has decided not to declare dividend for the current financial year.

The Company raised funds of Rs. 20,01,33,000/- (It includes issue expenses related to the offer is Rs.2,52,84,000/- .Net proceeds to Company is Rs.17,48,49,000/- ) through Initial Public Offering (IPO). The gross proceeds of IPO have been utilized in the manner as proposed in the offer document, the details of which are as under:

1. The unutilized proceeds have been temporarily invested/parked in fixed deposits.

2. The capital expenditure earmarked for the new office premises at MINT Sahar and the Interactive Experience Centre remained unutilized during FY 2025-26. The Company received the Occupation cum Building Completion certificate for the MINT Sahar office premises from the builder on 29th June, 2026 and proposes to commence utilization of the funds in due course. Although the prospectus dated 8th July, 2025 proposed utilization of these funds during FY 2025-26, however the Occupation cum Building Completion certificate from builder was not received within that period for reasons beyond the control of the management. However, completion of the requisite works and operationalisation of the MINT Sahar premises will require additional time. Further, the establishment of the Interactive Experience Centre is interlinked with the completion and operationalisation of the MINT Sahar premises and, accordingly, the same cannot be undertaken until the MINT Sahar premises is completed and operational. Accordingly, the Board approved the revised utilization timeline at its meeting held on 13th August, 2026, subject to the approval of the Members at the ensuing Annual General Meeting.

The Company at the Board Meeting has appointed/resigned KMP/SMP as under:

During the year, the Company launched its Initial Public Offering (IPO), comprising a total of 49,80,000 equity shares of face value Rs.10/- each, at a price of Rs.161/- per share (including a premium of Rs. 151/- per share). The IPO included a Fresh Issue of 12,45,000 equity shares and an Offer for Sale (OFS) of 37,35,000 equity shares by the Selling Shareholder, aggregating to approximately up to Rs. 8012.76 Lakhs.

The equity shares of the Company were listed on BSE SME platform on 11th July, 2025.

The Board of Directors of the Company at their meeting held on 9th July, 2025 had allotted 31,200 equity shares of face value of Rs. 10/- and at premium of Rs. 141/- per share and allotted 12,13,800 equity shares of face value of Rs. 10/- and at premium of Rs. 151/- per share.

Accordingly, the Company paid up share capital has increased from Rs. 17,63,64,000/- to Rs. 18,88,14,000/- (Rupees Eighteen Crores Eighty-Eight Lakhs Fourteen Thousand Only) divided into 1,88,81,400 (One Crore Eighty-Eight Lakhs Eighty-One Thousand Four Hundred) Equity Shares of Rs. 10/- each.

a. The Company has appointed Ms. Mansi Chintan Sheth as Company Secretary and Compliance Officer of the Company w.e.f. 1st April, 2026 at the board meeting held on 1st April, 2026.
b. The Company re-appointed M/s Soni Punit & Associates (FRN 146520W & MNO 173087) as Internal Auditor of the Company for the FY 2026-2027 at the board meeting held on 27th May, 2026.
c. The Company has introduced the Meta Infotech Limited ESOP Scheme - 2026 (Meta ESOP Scheme 2026) under which it may create, offer, issue, grant and allot, from time to time in one or more tranches, not exceeding 18,88,140 (Eighteen Lakhs Eighty Eight Thousand One Hundred and Forty only) Employee Stock Options ("Options")

The Scheme was approved by the Members of the Company on 5th June, 2026 through postal ballot in accordance with the provisions of the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB & SE) Regulations"). The Scheme is administered by the Nomination and Remuneration Committee and is intended to reward employees and align their interests with the long-term growth of the Company.

The Company has received in-principle approval from BSE Limited on 29th July, 2026 for listing of the Equity Shares arising out of the exercise of options granted under Meta ESOP Scheme 2026.

d. The Company has appointed Mr. Manohar Duvvuri as Additional Non-executive Independent Director of the Company w.e.f. 13th August, 2026 at the board meeting held on 13th August, 2026.
e. Mr. Ashish Bakliwal resigned as Independent Director of the Company w.e.f. on 13th August, 2026 after closure of the business hours.
f. The Company has made changes in constitution of Committees of the Board w.e.f. 14th August, 2026 due to resignation and appointment of Independent Director.

The authorized Share Capital of the Company as on 31st March, 2026 was Rs. 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of Rs. 10/- each.

The Paid-up Equity Share Capital of the Company as on 31st March, 2026 was increased from Rs. 17,63,64,000/- (Rupees Seventeen Crores Sixty-Three Lakhs Sixty-Four Thousand Only) divided into 1,76,36,400 (One Crore Seventy-Six Lakhs Thirty-Six Thousand Four Hundred) Equity Shares of Rs. 10/- each to Rs. 18,88,14,000/- (Rupees Eighteen Crores Eighty Eight Lakhs Fourteen Thousand Only) divided into 1,88,81,400 (One Crore Eighty Eight Lakhs Eighty One Thousand Four Hundred) Equity Shares of Rs. 10/- each.

The Board of Directors of the Company at their meeting held on 9th July, 2025 had allotted 31,200 equity shares of face value of Rs. 10/- and at premium of Rs. 141/- per share and allotted 12,13,800 equity shares of face value of Rs. 10/- and at premium of Rs. 151/- per share.

During the financial year, prior to the listing of the Companys equity shares, 7,21,600 equity shares held by Mr. Venu Gopal Peruri, Managing Director, were transferred pursuant to a Share Purchase Agreement. The said shares were transferred in dematerialised mode.

The Company does not have any subsidiary/joint venture/associate companies.

However, the Company has five group companies, namely M/s Meta Information Systems Private Limited, M/s Niva Technologies Private Limited, M/s Niva Foundation, M/s Meta Infotech Australia Pty Ltd and M/s Meta Infotech Dubai.

Your Company has a broad-based Board of Directors with composition of Non-Executive, Executive and Independent Directors in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as the Companies Act, 2013. The composition of Board of Directors as on 31st March, 2026 is as follows:

* Resigned on: 31st March, 2026 after closure of business hours.
* Resigned on: 13th August, 2026 after closure of business hours.

Mr. Manohar Duvvuri has been appointed as an Additional Independent Director of the Company w.e.f. 13th August, 2026 for a period of 5 years subject to approval of members of the Company in the ensuing Annual General Meeting. A detailed agenda in this regard forms part of the Notice convening this AGM.

Mr. Ashish Bakliwal ceased to be the Director on the Board of the Company w.e.f. closing of business hours of 13th August, 2026. Your Directors place on record their appreciation and gratitude for the contribution and guidance offered by Mr. Ashish Bakliwal during his tenure as Director of the Company.

Mr. Rama Krishna Kishore Achuthani, Whole-time Director of the Company retiring by rotation at the ensuing Annual General Meeting, offers himself for re-appointment. The detailed terms of re-appointment have been provided as part of the notice.

a. Mr. Paresh Sureshchandra Soni was appointed as Chief Financial Officer of the Company w.e.f. 1st April, 2025;
b. Mrs. Komal Toshniwal was appointed as Company Secretary & Compliance officer of the Company w.e.f. 2nd June, 2025;
c. Ms. Mansi Chintan Sheth resigned as Company Secretary & Compliance officer of the Company w.e.f. 2nd June, 2025;
d. Mr. Ambrish Deshpande was appointed as COO designated as Key Managerial Personnel of the Company w.e.f. 6th October, 2025 and re-designated as COO/CRO - Key Managerial Personnel w.e.f. 22nd January, 2026.
e. Mrs. Komal Toshniwal resigned as Company Secretary & Compliance officer of the Company w.e.f. 31st March, 2026 after closure of business hours;

1. Changes in SMP:

a. Mr. Vadivelan Sankar Vadivelan, Chief Technology Officer resigned on 2nd June, 2025;
b. Mur. Gaurav Vinod Sharma was appointed as the Team Lead-Technical w.e.f. 2nd June, 2025.

During the year under review, there was no change in the nature of the business of the Company

During the year under review, the Company has not given any loan to any person or other body corporate, not given any guarantee or provided any security in connection with a loan to any other body corporate or person and not acquired by way of subscription, purchase or otherwise, the securities of any other body corporate.

The Board of Directors at the meeting held on 23rd September, 2024 has constituted 4 (Four) Committees: namely Audit Committee, Corporate Social Responsibility Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Composition of various committees is in accordance with applicable provisions of the Companies Act, 2013 and the Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Company has constituted Audit Committee, in alignment with provisions of Section 177 of the Companies Act, 2013 and other applicable provisions and entrusted with the role and responsibility as per terms in line with applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015, as amended.

The Committee met Eight (8) times during the financial year on 15th April, 2025, 13th June, 2025, 16th June, 2025, 27th June, 2025, 28th August, 2025, 23rd September, 2025, 11th November, 2025 and 6th March, 2026 the gap between two meetings did not exceed one hundred twenty days. The necessary quorum was present for all the meetings.

The composition of the Audit Committee and the details of meetings attended by its members are given below:

The Corporate Social Responsibility (CSR) Committee of the Company is constituted in accordance with the section 135 of the Companies Act, 2013 and comprises of three qualified members (i.e. 1 Non-Executive Independent Directors and 2 Executive Director).

The CSR Committee acts in accordance with the terms of reference specified from time to time by the Board. The Committee met once (1) time during the financial year on 28th August, 2025. The necessary quorum was present at the meeting.

The composition of the CSR Committee and the details of meetings attended by its members are given below:

The composition of the Stakeholder Relationship Committee and the details of meetings attended by its members are given below:

The Committee met one (1) time during the year on 28th August, 2025. The necessary quorum was present at the meeting.

The Company has constituted Nomination & Remuneration Committee, in alignment with provisions of Section 178 of the Companies Act, 2013 and other applicable provisions and entrusted with the responsibility as per terms in line with applicable provisions of the Companies Act, 2013, SEBI Listing Regulations, 2015, as amended and other applicable regulations, if any.

The Committee met five (5) times during the year on 15th April, 2025, 2nd June, 2025, 6th October, 2025, 22nd January, 2026 and 25th March, 2026. The necessary quorum was present at the meeting.

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website containing basic information about the Company. The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

Pursuant to Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has an adequate internal financial control system commensurate with the size of its business operations.

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder, M/s. R K Jagetiya & Co., Chartered Accountants, (FRN 146264W), were appointed as Statutory Auditors of the Company at their 25th Annual General Meeting of the Company held on 30th September, 2023 to hold office for a period of 5 (five) consecutive years commenced from the conclusion of the 25th Annual General Meeting till the conclusion of the 30th Annual General Meeting of the Company to be held for the financial year 27-28 and will continue to hold office till the year ended 31st March 2028.

The Independent Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

The Auditors Report doesnt contain any information in relation to fraud.

M/s Soni Punit & Associates acted as Internal Auditors for FY 2025-26. They conducted periodical audits and submitted their reports to the Audit Committee. Their reports have been reviewed by the Audit Committee.

The Board of Director of the Company at its board meeting held on 27th May, 2026 has re-appointed M/s. Soni Punit & Associates, Chartered Accountants (FRN: 146520W), as the Internal Auditor of the Company for the financial year 2026-27.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Riddhi Krunal Shah, Practising Company Secretary (Peer Review No. 2037/2022), to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended 31st March, 2026 is annexed as "Annexure - A" to the Report.

There are no qualifications, reservations or adverse marks made by Secretarial Auditor in the Report.

The Company has not accepted Public Deposits within the purview of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

The Company is not required to maintain Cost Records as specified by the Central Government under Section 148 (1) of the Companies Act, 2013.

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of Companys business. The Company has not entered into any contract, arrangement or transaction with any related party which could be considered as material as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Related party transactions under Indian Accounting Standard - Ind AS 18 are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as "Annexure B" to this report.

Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules, 2014 are not applicable however same is annexed as "Annexure C".

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in "Annexure - D".

Pursuant to the provisions of the Companies Act, 2013, a Board Evaluation Policy has been framed and approved by the Nomination & Remuneration Committee (NRC) and by the Board. The Board carried out an annual performance evaluation of its own performance, the Independent Directors individually as well as the evaluation of the working of the Committees of the Board. The performance evaluation of all the Directors was carried out by the NRC. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors.

The purpose of Board evaluation is to ensure continuous improvement in the Companys governance at the Board level. The Board aims to adopt and adhere to best practices in governance to fulfil its fiduciary responsibilities to the Company.

The Company has in place a structured questionnaire covering various aspects of the Boards functioning, including the adequacy of the composition of the Board and its Committees, Board culture, and the execution and performance of specific duties, obligations, and governance responsibilities. The Directors expressed satisfaction with the evaluation process.

Details/Disclosures of ratio of remuneration to each Director to median employees remuneration as required pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and details of remuneration paid to Employees vide Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as "Annexure- E."

Pursuant to Section 134(3)(c) of the Companies Act, 2013 the Board of Directors of the Company confirm that

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) The directors have prepared the annual accounts on a going concern basis;
e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Company has implemented a Vigil Mechanism Policy to deal with instances of fraud and mismanagement, if any. The policy also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in all cases. There were no complaints received during the year 2025-26.

The details of the Policy have been posted on the Companys website www.metainfotech.com .

As per SEBI (Prohibition of Insider Trading) Regulations, 2018, the Company has adopted Code of Conduct for Fair Disclosures of Un-published Price Sensitive Information and Regulating, Monitoring and Reporting of Trading by Designated Persons to deter the insider trading in the securities of the Company based on the Un-published Price Sensitive Information. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations and has laid down an effective minority system for the said purposes.

The details of the Code of Conduct have been posted on the Companys website www.metainfotech.com .

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") forms part of this Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

Management Discussion and Analysis Report is given in "Annexure - F" to the Directors Report.

The Company has adopted a Risk Management Policy to identify, assess, monitor and mitigate various business risks that may affect its operations and objectives. The Board of Directors oversees the implementation of the risk management framework and periodically reviews the key risks and the measures adopted to address them.

The Board of Directors affirms that your Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Companies Secretaries of India (SS-1 and SS-2), respectively relating to Meetings of the Board, its Committees and General Meeting, which have mandatory application during the year under review.

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

Many initiatives have been taken to support business through organizational efficiency; process change support and various employee engagement programs which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment. The Company has in place a Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH, 2013).

The Company has complied with the provision relating to the constitution of Internal Complaints Committee under POSH, 2013.

The following is a summary of sexual harassment complaints received and disposed off during the year 2025-2026:

Neither any application was made nor any proceeding are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the period under review.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

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

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

During the year under review, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

During the year under review, KFIN Technologies Limited was the Registrar and Transfer Agent of the Company.

It is hereby confirmed and declared that all Board Members and Senior Management Personnel have individually affirmed their compliance with the Code of Conduct adopted by the Company for the financial year ended 31st March, 2026. This affirmation is detailed in "Annexure G" to this report.

The Company has obtained a certificate from Mrs. Riddhi Krunal Shah, Practicing Company Secretaries, certifying that none of the Directors on the Governing Board of the Company have been debarred or disqualified from being appointed or continuing as a Director of companies by the Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority. A copy of this certificate is attached to the Report as "Annexure H"

Mr. Venu Gopal Peruri, Chairman and Managing Director and Mr. Paresh Soni, Chief Financial Officer of the Company have furnished a signed Managing Director/CFO Certificate as required under Regulation 17(8) and Part B of Schedule II of SEBI Listing Regulations for the financial year ended 31st March, 2026, forming part of this Report as "Annexure I"

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

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

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

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

a) Annual General Meeting - Date, Time, Venue

For details, please refer to the Notice of this AGM.

b) Re-Appointed of Director:

The particulars of directors seeking re-appointment at the ensuing AGM is mentioned as part of the notice of this AGM.

c) Listed on Stock Exchange:

The Company is listed on BSE SME Platform.

d) Stock Code: BSE Scrip Name: METAINFO BSE Script Code: 544441 Depository Connectivity: NSDL & CDSL ISIN Number for equity shares of the Company: INE162901016

e) Dematerialization of Shares:

As on 31st March, 2026, 1,88,81,400 Equity Shares were held in dematerialized form with NSDL and CDSL. The 100% shareholding of Promoters & Promoters Group and Public Group is in dematerialised form in compliance with Regulation 31(2) of the Listing Regulations.

Pursuant to Section 124(6) of the Companies Act, 2013, all shares in respect of which Dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the company in the name of Investor Education and Protection Fund ("IEPF").

However, the company has not declared any dividend in last seven years pursuant to which transferring unclaimed shares / dividend is not applicable to the Company.

The Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. The Directors appreciate & value the contribution made by every member of the company.