Methodhub Software Ltd Directors Report

Report of the Board of Directors to the Members Dear Members,

The Board of Directors hereby submits the Tenth Annual Report of your Company (the Company or MethodHub Software Limited), along with the Audited Financial Statements for the financial year ended March 31, 2026 (FY 202526).

FINANCIAL HIGHLIGHTS (Amount in g Thousand except EPS)

	Standalone -	Standalone -	Consolidated -	Consolidated -
Particulars	Year Ended March 31, 2026	Year Ended March 31, 2025	Year Ended March 31, 2026	Year Ended March 31, 2025
Revenue from Operations	6,25,686	5,85,539	33,28,829	13,51,199
Other Income	13,948	11,794	16,778	11,560
Total Income	6,39,634	5,97,333	33,45,607	13,62,759
Total Expenses	5,28,075	5,11,456	28,78,035	12,29,013
Profit Before Tax	1,11,559	85,877	4,67,572	1,33,746
Less: Tax Expense	20,710	20,644	77,524	20,788
Less: Share of Profit/(Loss) Attributable to Minority Interest	n/a	n/a	71,605	(2,054)
Profit After Tax	90,849	65,233	3,18,443	1,15,012
Earnings Per Share (Basic)	6.17	5.63	21.63	9.93
Earnings Per Share (Diluted)	5.84	5.30	20.48	9.35

A detailed analysis of the financials and business performance of the Company during the year under review is provided below.

FINANCIAL PERFORMANCE

STANDALONE

The Company recorded revenue of Rs. 6,25,686 thousand, reflecting a 6.86% increase over the previous years g 5,85,539 thousand. Profit after tax (PAT) stood at Rs. 90,849 thousand, representing an increase of 39.27% as against Rs. 65,233 thousand in FY 2024-25. Earnings per share (EPS) was Rs. 6.17, as compared to Rs. 5.63 in the previous year, indicating improved profitability supported by steady revenue growth.

CONSOLIDATED

The Company recorded revenue of Rs. 33,28,829 thousand, reflecting an approximate increase of 146.36% over the previous years Rs. 13,51,199 thousand. Profit after tax (PAT) stood at Rs. 3,18,443 thousand, reflecting an approximate increase of 176.88% as against Rs. 1,15,012 thousand in FY 2024-25. Earnings per share (EPS) was Rs. 21.63, as compared to Rs. 9.93 in the previous year. The significant improvement in revenue and profitability was primarily attributable to the acquisition of subsidiaries and the internal expansion of the Companys business, supported by the deployment of proceeds from the public issue.

BUSINESS OUTLOOK

The Company is poised for sustained growth, powered by innovation, operational effectiveness, and strategic investments. Even amidst cost pressures and market uncertainties, the Company remains focused on leveraging advanced technologies, deepening client relationships, and fostering strategic partnerships to unlock new opportunities and create enduring value for all stakeholders.

BORROWINGS

As at March 31, 2026, the Company had outstanding borrowings of Rs. 38,000 thousand from another company, comprising unsecured loans.

SHARE CAPITAL

As at March 31, 2026, the Authorised Share Capital of the Company is Rs. 22,40,00,000 (Indian Rupees Twenty-Two Crore Forty Lakhs Only) divided into 2,20,00,000 (Two Crore Twenty Lakhs) Equity Shares of Rs. 10/- (Indian Rupees Ten Only) each and 4,00,000 (Four Lakhs) Preference Shares of Rs. 10/- (Indian Rupees Ten Only) each.

The Company has not bought back any of its securities during the year.

Further, during the year, the Company has not issued Sweat Equity Shares, Equity Shares with differential rights and has not issued or granted ESOPs. The Company has allotted 50,71,423 Equity Shares of Rs. 10/- each on July 08, 2025 through a bonus issue.

Further, during the financial year 2025-26, the Company has allotted shares as mentioned herein below

1. The Company has allotted 5,000 Compulsorily Convertible Preference Shares (CCPS) of face value of Rs. 10 each at a premium of g 990/- on July 05, 2025 through rights issue.

2. The Company has allotted 3,96,494 Equity Shares of Rs. 10/- each at a premium of Rs. 112/- on August 21, 2025 through rights issue.

3. The Company has allotted 2,05,000 Equity shares of Rs. 10/- each at a premium of Rs. 87/- on August 22, 2025 through conversion of Compulsorily Convertible Preference Shares (CCPS) to Equity Shares with a conversion ratio of 10.3:1.

4. The Company has allotted 45,10,200 Equity Shares of Rs. 10/- each at a premium of g 184/- on December 10, 2025 through the Initial Public Offering.

Hence, the Paid-up Capital of the Company as on March 31, 2026, is Rs. 18,85,34,010 comprising 1,88,53,401 Equity shares of Rs. 10/- each.

DIVIDEND

The Company is in the growth and expansion phase and continues to focus on expanding its business operations. Accordingly, with a view to conserving resources and deploying funds towards expansion projects, acquisitions and augmentation of working capital requirements, the Board of Directors does not recommend any dividend for the financial year ended March 31, 2026.

To bring transparency in the matter of declaration of dividend and protect the interests of investors, the Company has adopted a Dividend Distribution Policy following the listing of its shares. The policy has been displayed on the Companys website at link https://methodhub.in/all-policies/

There is no amount lying with the Company as unpaid/unclaimed dividend which is to be transferred to Investors Education and Protection Fund (IEPF) of the Central Government pursuant to Section 124(5) of the Act.

TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves for the financial year ended March 31, 2026.

PARTICULARS OF HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As part of our long-term growth strategy, your company has taken significant steps toward international expansion by establishing a direct operational presence in key global markets. This geographic diversification will enable us to better serve existing clients, tap into new opportunities, and enhance global delivery capabilities.

As on March 31, 2026 your Company has the following subsidiaries as mentioned below:

Name of the Subsidiary S No Company	Nature of relationship	Section under Companies Act, 2013
1 MethodHub Consulting Inc, USA	Wholly Owned Subsidiary Company	2(87)
2 SEW-Tech Inc, USA	Subsidiary Company	2(87)
3 Leo Technology Ventures Inc, USA	Wholly Owned Subsidiary Company	2(87)
4 ZORTech Solutions Inc, Canada	Step-down subsidiary	2(87)
5 Zortech Solutions Inc, USA	Step-down subsidiary	2(87)
6 Nemera Technology Co., Ltd	Step-down subsidiary	2(87)
7 S&R Professionals LLC, USA	Step-down subsidiary	2(87)

These subsidiary companies position us to engage directly with local customers, comply with regional regulations, and enhance our brand presence in high-potential markets.

Further, the Company does not have any joint ventures or associate Companies.

However, BrainCapitol Technologies is a partnership firm in which the Company holds a 99% partnership and profitsharing interest. Since a partnership firm is not a company or body corporate, BrainCapitol Technologies is not a subsidiary company within the meaning of Section 2(87) of the Companies Act, 2013 and has accordingly not been included in Part A of Form AOC-1. However, based on the rights available to the Company under the partnership deed, BrainCapitol Technologies is a controlled enterprise within the meaning of Accounting Standard (AS) 21 and has therefore been included in the Consolidated Financial Statements.

The statement under Section 129(3) of the Companies Act, 2013 in respect of subsidiaries in Form AOC-1, where applicable, is attached as Annexure I to this Report. The Consolidated Accounts of your Company duly audited by the Statutory Auditors are presented as part of this Report.

The financial statements together with related information and other reports of the subsidiaries are available at the https://methodhub.in/financials-subsidiaries-associates/

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Policy on Related Party Transactions is available at https://methodhub.in/all-policies/

All Related Party Transactions entered into by the Company during the year under review were in the ordinary course of business and on an arms length basis and were approved by the Audit Committee and the Board from time to time. Details of materially significant related party transactions, if any, are disclosed in Form AOC-2 pursuant to Section 134(3)(h) of the Act and enclosed as Annexure II to this Report.

RISK MANAGEMENT

The Board of Directors identifies and evaluates business risks and opportunities. The Directors of the Company take pro-active steps to minimise adverse impact on the business objectives and enhance the Companys competitive advantage. Presently no material risk has been identified by the directors except for general business risks, for which the Company is leveraging on their expertise and experience. The Company implemented a Risk Management Policy with effect from December 12, 2025.

INTERNAL CONTROL SYSTEM

The Company has established and maintains adequate internal control systems and internal financial controls commensurate with the size, scale, and complexity of its operations.

These controls are designed to provide reasonable assurance regarding the reliability of financial reporting, the preparation of financial statements in accordance with applicable accounting standards, and the safeguarding of assets. The Company has implemented well-defined policies, procedures, and standard operating frameworks to ensure orderly and efficient conduct of its business, adherence to applicable laws and regulations, prevention and detection of frauds and errors, and accuracy and completeness of accounting records. The internal financial control systems are periodically reviewed and evaluated for their effectiveness, and necessary improvements are undertaken to strengthen the overall control environment.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 ( POSH ACT):

The PoSH Act remains a vital legislation in India, ensuring safe and respectful workplaces by preventing sexual harassment. It serves as a cornerstone in fostering a secure environment where employees can work with dignity.

We are deeply committed to upholding the principles of the Act and promoting a culture of trust, inclusivity, and professionalism. Along with our commitment to employee welfare, we fully comply with the provisions of the PoSH Act.

We have ensured that all our acquired entities are also PoSH compliant. To address and resolve complaints effectively, we have an Internal Committee (ic) in place, further supported by a legal expert specializing in workplace harassment laws. Through continuous awareness initiatives and training, we reinforce our zero-tolerance stance and commitment to a safe workplace for all.

Disclosure in relation to Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013:

S No Particulars	Number of Complaints
1 Number of complaints filed during the financial year	Nil
2 Number of complaints disposed of during the financial year	Nil
3 Number of complaints pending at the end of the financial year	Nil

STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961.

During the year, the company has complied with the provisions relating to the Maternity Benefit Act, 1961.

Full Disclosure Statement:

While the PoSH Act primarily safeguards women from workplace sexual harassment, we have proactively expanded the scope of our Sexual Harassment Policy to ensure protection for all members and partners, regardless of gender, contractual status, caste, class, race, ethnicity, or affinity, while remaining aligned with the provisions of the Act.

Our policy also extends to visitors and casual employees, reinforcing our commitment to a safe and inclusive work environment. Additionally, all complaints received by the Internal Committee (if any) are thoroughly reviewed and handled with the utmost confidentiality.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is required to comply with the provisions of Section 135 of the Companies Act, 2013. However, the Company is not required to constitute a CSR Committee in accordance with the provisions of section 135(9) since the amount of CSR required to be spent during the year is less than g 50 Lakhs, therefore it is not required to form a CSR Committee as per the exemption provided in Section 135 of the Companies Act, 2013.

Particulars of disclosure as required under Section 135(4) and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this report as Annexure IN.

The Corporate Social Responsibility policy has been displayed on the Companys website at link https://methodhub.in/all-policies/

We affirm that the implementation and monitoring of CSR activities is in compliance with the Companys CSR objectives and policy.

MANAGERIAL REMUNERATION, EMPLOYEE INFORMATION AND RELATED DISCLOSURES

Employee relations continued to be cordial during the year under review. The Company continued its thrust on Human Resources Development.

The remuneration paid to Directors, Key Managerial Personnel, and Senior Management Personnel during FY 2025-26 was in accordance with the NRC Policy of the Company. Disclosures required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to the remuneration and other details as required are annexed to this Report as Annexure IV

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

The information pertaining to conservation of energy, technology absorption, and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:

A. Conservation of Energy

(a) Conservation of energy-
(i) the steps taken or impact on conservation of energy;	The Company is continuously striving towards improving the energy performance wherever it can. Your Company being not a major power consumer, the expenditure made on this account constitutes a small percentage on the total cost and hence does not impact much.
the steps taken by the Company for utilising alternate sources of energy;
(ii) the capital investment on energy conservation equipment;

B. Technology absorption

(b) Technology absorption-
(i) the efforts made towards technology absorption;	Nil
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;	Nil
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported;	Nil
(b) the year of import;	Nil
(c) whether the technology has been fully absorbed;	Nil
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;	Nil
(iv) the expenditure incurred on Research and Development.	Nil

C. Foreign Exchange Earnings and Outgo

During the financial year, the Company strengthened its global market presence through strategic client engagements, AI transformation solutions, and a focus on delivery excellence. A substantial share of revenue was generated from exports to North America.

To further boost export performance, the Company implemented several initiatives, including -

(i) Investing in emerging technologies such as Generative AI and cyber security to meet evolving global demand

(ii) Participating in international trade fairs and industry forums to enhance brand visibility and client acquisition

(iii) Establishing strategic alliances and local partnerships

	Year Ended March 31, 2026	Year Ended March 31, 2025
Particulars	( Rs. Thousand)	( Rs. Thousand)
Earnings in Foreign Currency	2,69,984	3,56,864
Expenditure in Foreign Currency	NIL	NIL

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for FY 2025-26 is available on the Companys website at https://methodhub.in/

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Board of Directors of your Company comprised Five (05) Directors, viz., One (01) Executive Director and One (1) Non-Executive Director and Three (03) Independent Directors including One (1) Independent Non-Executive Woman Director. As per the Articles of Association of the Company, one-third of the Directors (other than Independent Directors) are liable to retire by rotation at the Annual General Meeting (AGM) of the Company, every year. Mr. Ahobilam Nagasundaram (DIN: 02953101) retires by rotation ensuing 10 th AGM and being eligible, offers himself for re-appointment.

KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Act, the Company has the following Key Managerial Personnel (KMPs) of the Company mentioned herein below as on March 31, 2026:

- Mr. Ravi Sharma, Chief Financial Officer

- Mr. Muthukrishnan Shanmuga Thevar, Company Secretary & Compliance Officer of the Company

- Mr. Ahobilam Nagasundaram Executive Director & Chief Executive Officer (CEO) of the Company.

During the year following changes took place in the position of directorship/key managerial personnel.

- Mr. Ahobilam Nagasundaram has been appointed as Chief Executive Officer (CEO) of the Company with effect from August 18, 2025.

- Ms. Lathika Siddharth Pai has been appointed as Additional Non-Executive Independent Woman Director with effect from August 22, 2025.

- Mr. Satinder Mohan Mohindra has resigned from the office of directorship with effect from August 22, 2025.

- Ms. Mini Sudhir Kumar has resigned from the office of directorship with effect from August 22, 2025.

- Mr. Perinkulam Mani Mohanraj has been appointed as Additional Non-Executive Independent Director with effect from August 30, 2025.

INDEPENDENT DIRECTORS

In terms of Section 149 of the Act and the SEBI Listing Regulations, Mr. Jayarama krishnan Kannan, Ms. Lathika Siddharth Pai and Mr. Perinkulam Mani Mohanraj are the Independent Directors of the Company as on the date of this Report. All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI 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. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

CORPORATE GOVERNANCE

The Equity Shares of the Company are listed on the SME platform of BSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in Regulation 17 to 27 and clause (b) to (i) and (t) of sub regulations (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 shall not apply.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), is presented in a separate section and is attached as Annexure V, forming part of the Annual Report.

NUMBER OF BOARD MEETINGS AND ATTENDANCE OF DIRECTORS

During the financial year 2025-26, the Company held 28 (Twenty-Eight) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 as mentioned herein below.

The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings. Necessary quorum was present at all the meetings.

Date of Board S. No. meeting			Total No of Directors Associated as on the date of meeting			Attendance No. of Directors Attended			% of attendance
1 01.05.2025			5			5			100%
2 06.05.2025			5			5			100%
3 30.05.2025			5			5			100%
4 09.06.2025			5			2			40%
5 27.06.2025			5			5			100%
6 05.07.2025			5			5			100%
7 08.07.2025			5			5			100%
8 16.07.2025			5			5			100%
9 21.07.2025			5			2			40%
10 25.07.2025			5			5			100%
11 08.08.2025			5			2			40%
12 21.08.2025			5			5			100%
13 22.08.2025			5			5			100%
14 30.08.2025			4			4			100%
15 06.09.2025			5			5			100%
16 12.09.2025			5			5			100%
17 06.11.2025			5			5			100%
18 11.11.2025			5			5			100%
19 18.11.2025		5			5			100%
20 20.11.2025		5			5			100%
21 27.11.2025		5			5			100%
22 04.12.2025		5			5			100%
23 10.12.2025		5			5			100%
24 10.12.2025		5			5			100%
25 20.01.2026		5			4			80%
26 06.02.2026		5			5			100%
27 20.03.2026	5			4			80%
28 30.03.2026		5			5			100%

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

S No Director	Designation	Meetings Entitled	Meetings Attended
1 Jayaramakrishnan Kannan	Chairman & Non-Executive Independent Director	28	28
2 Ahobilam Nagasundaram	Executive Director & Chief Executive Officer (CEO)	28	24
3 Prasanna Dhandapani	Non-Executive Director	28	28
4 Lathika Siddharth Pai	Additional Non-Executive Independent Woman Director	15	15
5 Perinkulam Mani Mohanraj	Additional Non-Executive Independent Director	14	13

The Non-Executive Directors, including Independent Directors, are entitled to sitting fees for attending meetings of the Board and its Committees. The Company pays a sitting fee of g 20,000 per quarter per Non-Executive Independent Directors and Non-Executive Non-Independent Director irrespective of number of meetings for attending these meetings.

COMMITTEES OF THE BOARD

As on March 31, 2026, the company has three Board level committees:

A) Audit Committee

B) Nomination and Remuneration Committee

C) Stakeholders Relationship Committee

The composition of various Committees of the Board of Directors is available on the website of the Company. The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference of various committees. Details on the role and composition of these committees, including the number of meetings held during the financial year and the related attendance are provided below.

A. Audit Committee:

The Chairman of the Audit Committee is financially literate and the majority of the members have accounting or related financial management experience. Company Secretary acts as Secretary to the Committee.

During the financial year 2025-26, the Company held 08 (Eight) Audit Committee meetings as mentioned herein below.

During the financial year 2025-26, the Company held 08 (Eight) Audit Committee meetings as mentioned herein below.

Date of Audit S No Committee meeting	Total No of members Associated as on the date of meeting	Attendance
		No. of Members Attended	% of attendance
1 01.05.2025	3	3	100%
2 27.06.2025	3	3	100%
3 08.07.2025	3	3	100%
4 21.07.2025	3	3	100%
5 25.07.2025	3	3	100%
6 06.09.2025	3	3	100%
7 20.11.2025	3	3	100%
8 17.03.2026	3	3	100%

The composition of the Committee as on March 31, 2026, and the details of meetings attended by its members during the financial year 2025-2026 are given below:

S No Director	Designation	Meetings Entitled	Meetings Attended
1 Jayaramakrishnan Kannan	Chairman	8	8
2 Prasanna Dhandapani	Member	8	8
3 Perinkulam Mani Mohanraj	Member	5	5

All recommendations of Audit Committee during the year under review were accepted by the Board of Directors. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 177 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at www.methodhub.in

B. Nomination and Remuneration Committee:

Pursuant to the provisions of section 178 (4) of the Companies Act, 2013, the Nomination and Remuneration Policy recommended by the Nomination and Remuneration committee is duly approved by the Board of Directors of the Company. Policy is disclosed on the website of the Company viz. www.methodhub.in.

During the financial year 2025-26, the Company held 05 (Five) Nomination Committee meetings as mentioned herein below.

Date of Nomination & S No Remuneration Committee meeting	Total No of Members Associated as on the date of meeting	Attendance
		No of Members Attended	% of attendance
1 01.05.2025	3	3	100%
2 08.07.2025	3	3	100%
3 22.08.2025	3	3	100%
4 30.08.2025	3	3	100%
5 20.03.2026	3	3	100%

S No Director	Designation	Meetings Entitled	Meetings Attended
1 Lathika Siddharth Pai	Chairperson	2	2
2 Jayaramakrishnan Kannan	Member	5	5
3 Prasanna Dhandapani	Member	2	2

The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at www.methodhub.in

C. Stakeholders Relationship Committee

The following Committee of Directors looks after the Investor Grievances. During the financial year 2025-26, the Company held 01 (One) Stakeholders Relationship Committee meeting on May 1, 2025.

S No Director	Designation	Meetings Entitled	Meetings Attended
1 Jayaramakrishnan Kannan	Chairperson	1	1
2 Prasanna Dhandapani	Member	1	1
3 Perinkulam Mani Mohanraj	Member	0	0

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has in place a familiarisation program for its Independent Director. The objective of the program is to familiarise Independent Directors on our Board with the business of the Company, industry in which the Company operates, business model, challenges etc. through various programs which includes interaction with subject matter experts within the Company, meetings with our business leads and functional heads on a regular basis. The familiarization programme and other disclosures as specified under the Listing Regulations is available on the Companys website.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed that they meet the criteria of independence laid down under Section 149(6) read with Schedule IV of the Act and Regulation 16(1)(b) of the Listing Regulations and 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.

The board of directors has taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same and is of the opinion that they fulfill the conditions specified in the Act and the Listing Regulations and that they are independent of the management.

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS

The terms and conditions of appointment of Independent Directors have been disclosed on the website of the Company www.methodhub.in

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately on March 30, 2026, without the presence of Non-Independent Directors and members of Management. In accordance with the provisions under Section 149 and Schedule IV of the Act, the following matters were, inter alia, reviewed and discussed in the meeting.

(i) Performance of Non-Independent Directors and the Board of Directors as a whole;

(ii) Performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors;

(iii) Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors were present at the meeting.

CODE FOR PREVENTION OF INSIDER TRADING

Post listing of equity shares of the company, in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place the following:

I. Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI).

II. Policy for determination of legitimate purposes forms part of this Code.

III. Policy and procedures for inquiry in case of leak of UPSI/ suspected leak of UPSI.

All compliances relating to Code of Conduct for Prevention of Insider Trading which includes maintenance of Structured Digital Database (SDD) are being managed through a software installed by the Company in-house including maintenance Structured Digital Database (SDD). This code lays down guidelines advising the designated employees and other connected persons, on procedures to be followed and disclosures to be made by them while dealing with the shares of the company, and while handling any unpublished price sensitive information. CODE OF CONDUCT Commitment to ethical professional conduct is a must for every employee including Board members and senior management personnel of the company. The duties of Directors including duties as an Independent Director as laid down in the Act also forms part of the Code of Conduct. The Code of Conduct is available on the website of the Company www.methodhub.in. All Board members and senior management personnel affirm compliance with the code of conduct annually.

CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee including Board members and senior management personnel of the company. The duties of Directors including duties as an Independent Director as laid down in the Act also forms part of the Code of Conduct. The Code of Conduct is available on the website of the Company www.methodhub.in. All Board members and senior management personnel affirm compliance with the Code of Conduct annually.

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy in accordance with the provisions of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014. The policy enables directors, employees and business associates to report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Companys code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal for appropriate action. Under the vigil mechanism, all directors, employees, business associates have direct access to the Chairman of the Audit committee. The whistle blower policy can be accessed at https://methodhub.in/allpolicies/

AUDIT

Statutory Audit

The current Statutory Auditors of the Company are M/s. N.R. Krishnamoorthy & Co. (ICAI registration number 001492S) who have been appointed at the Annual General Meeting held on September 30, 2024 to hold office till the conclusion of the 13 th AGM.

The Auditors Report does not contain any qualification, reservation, or adverse remark on the financial statements for the financial year ended March 31, 2026. The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

Secretarial Audit

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 CS Shreyas Dwaraki, (CP No. 26529) Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report issued by them for the financial year ended March 31, 2026, is attached as Annexure VI to this Report. The Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks. During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013.

DEPOSITS

Your Company has not accepted any deposits during the year under review and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES UNDER SECTION 186

The Company has not given any Loans and Guarantees during the financial year under Section 186 of the Act. The Company has made investments in its subsidiaries, namely, MethodHub Consulting INC-USA, SEW-Tech Inc, USA, Leo Technology Ventures Inc, USA.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review, your directors confirm that there were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its future operations.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements of Schedule III to the Act have been followed, and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026, and of the profit/loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 have laid down internal financial controls to be followed by the Company, and that such internal financial controls are adequate and operating effectively; and

f) 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.

SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118 (10) of the Act for the financial year ended 202526.

PENALTIES

There were no penalties or strictures imposed on the company by stock exchange(s) or SEBI or any statutory authority, on any matter related to capital markets, during the year.

SCORES

SEBI processes investor complaints in a centralised web-based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge a complaint against a company for his grievance. The company uploads the action taken on the complaint which can be viewed by the shareholder. The company and shareholder can seek and provide clarifications online through SEBI

ONLINE DISPUTE RESOLUTION (ODR) PORTAL

As per the SEBI circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/145 dated 31st July 2023, on Online Resolution of Disputes in the Indian Securities Market a common Online Dispute Resolution Portal (ODR Portal) which harnesses online conciliation and online arbitration for resolution of disputes arising in the Indian Securities Market. SMART ODR Portal (Securities Market Approach for Resolution through ODR Portal) can be accessed via the following link https://smartodr.in/login

RECONCILIATION OF SHARE CAPITAL AUDIT

Pursuant to Regulation 76 of Securities and Exchange Board of India (Depositories Participants) Regulations, 2018 a Company Secretary in Practice carries out audit of Reconciliation of Share Capital on a quarterly basis to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL. The said report, duly signed by practicing company secretary is submitted to stock exchanges where the securities of the company are listed within 30 days of the end of each quarter and this Report is also placed before the Board of Directors of the company.

INVESTOR GRIEVANCE REDRESSAL

During the period since listing of shares of the company to the date of this report, there were no complaints received from the investors. The designated email id for Investor complaint is cs@methodhub.in

UTILISATION OF FUNDS RAISED THROUGH PUBLIC ISSUE

The Company had raised funds through Initial Public Offer (IPO) during December 2025 where the equity shares were listed on BSE Limited. The proceeds of aforesaid issue are being utilised, for the purpose for which it was raised by the Company in accordance with the terms of the issue. There were no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated December 10, 2025.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report, except as disclosed elsewhere in this Report.

INSOLVENCY AND BANKRUPTCY CODE

During the year, no application was made and no proceedings were pending under the Insolvency and Bankruptcy Code, 2016, hence the requirement to disclose the details of application made or proceeding pending at the end of financial year is not applicable.

THE 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.

Not Applicable.

COMPLIANCE OFFICER DETAILS AND ADDRESS FOR CORRESPONDENCE

MR. MUTHUKRISHNAN SHANMUGA THEVAR Company Secretary & Compliance Officer.

Registered office: Unit No.109, 1 st Floor, Prestige Meridian-1 No.29, M.G. Road, Bengaluru, Karnataka, India, 560001 Contact No: +91-7824823132

Email id - cs@methodhub.in; info@methodhub.in

REGISTRAR AND SHARE TRANSFER AGENT

During the year, as part of the listing of its shares on the Stock Exchange, the Company appointed MAASHITLA SECURITIES PRIVATE LIMITED as its RTA. Details of the RTA are given below

MAASHITLA SECURITIES PRIVATE LIMITED

CIN: U67100DL2010PTC208725

451, Krishna Apra Business Square,

Netaji Subhash Place, Pitampura, New Delhi-110034

Tel No: 011-47581432

Email Id: rta@maashitla.com

Website: www.maashitla.com

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the guidance and co-operation received from customers, members, investors, vendors, partners, bankers, government authorities and other stakeholders for their continued support to the Company. The Board also places on record its appreciation for the dedicated services rendered by all employees of the Company.

For and on behalf of the Board of Directors of
MethodHub Software Limited

AHOBILAM NAGASUNDARAM	PRASANNA DHANDAPANI
EXECUTIVE DIRECTOR & CEO	NON-EXECUTIVE DIRECTOR
DIN: 02953101	DIN: 02187044
Date: August 20, 2026	Date: August 20, 2026
Place: Philadelphia, USA	Place: Chennai, India