Palred Technologies Ltd Directors Report

To the Members,

Paired Technologies Limited,

Hyderabad, Telangana, India

The Board of Directors hereby submits the report of the business and operations of your Company (the Company or Palred) along with the audited financial statements for the financial year ended March 31, 2026. The Consolidated performance of the Company and its subsidiaries have been referred to where required.

1. Financial summary/highlights:

The performance during the period ended 31st March, 2026 has been as under:

(Amount in Lakhs)

Particulars	Standalone	Consolidated
	2025-26	2024-25	2025-26	2024-25
Turnover/Income (Gross)	150.00	150.00	7,720.47	8,566.56
Other Income	384.52	388.60	479.99	410.06
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	380.50	387.75	(45.31)	(175.90)
Less: Depreciation/ Amortisation/ Impairment	4.95	5.04	108.17	123.35
Profit /loss before Finance Costs, Exceptional items and Tax Expense	375.55	382.71	(153.48)	(299.25)
Less: Finance Costs	0.95	1.34	490.16	562.83
Profit /loss before Exceptional items and Tax Expense	374.60	381.37	(643.64)	(862.09)
Add/(less): Exceptional items	0	0	0	0
Profit /loss before Tax Expense	374.60	381.37	(643.64)	(862.09)
Less: Tax Expense (Current & Deferred)	100.77	174.56	100.77	174.56
Profit /loss for the year (1)	273.83	206.81	(744.41)	(1036.64)
Total Comprehensive Income/loss (2)	0.46	(3.03)	(7.41)	3.45
Total (1+2)	274.29	203.78	(751.82)	(1033.19)
Balance of profit /loss for earlier years	(5593.71)	(5800.52)	(7520.35)	(6732.91)
Less: Transfer to Debenture Redemption Reserve	0	0	0	0
Less: Transfer to Reserves	0	0	0	0
Less: Dividend paid on Equity Shares	0	0	0	0
Less: Dividend paid on Preference Shares	0	0	0	0
Less: Dividend Distribution Tax	0	0	0	0
Balance carried forward	(5319.89)	(5593.71)	(8052.36)	(7520.35)

2. Overview & state of the companys affairs:

Revenues - standalone

During the year under review, the Company has recorded an income of Rs. 534.52 Lakhs and profit of Rs. 274.29 Lakhs as against the income of Rs. 538.60 Lakhs and profit of Rs. 203.78 Lakhs in the previous financial year ending 31.03.2025.

Revenues - Consolidated

During the year under review, the Company has recorded an income of Rs. 8200.46 Lakhs and loss of Rs. 744.41 Lakhs as against the income of Rs. 8976.62 Lakhs and loss of Rs. 1036.65 Lakhs in the previous financial year ending 31.03.2025.

The Company is looking forward for good profit margins in near future.

3. Dividend:

Keeping the Companys growth plans in mind, your directors have decided not to recommend dividend for the year.

4. Transfer to reserves:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review.

5. Investor Relations:

The Company continuously strives for excellence in its Investor Relations engagement with International and Domestic investors through structured conference-calls and periodic investor/analyst interactions like individual meetings, participation in investor conferences, quarterly earnings calls and analyst meet from time to time. The Company ensures that critical information about the Company is available to all the investors, by uploading all such information on the Companys website.

6. Material changes & commitment affecting the financial position of the company:

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

7. Significant & material orders passed by the regulators or courts or tribunals:

No significant or material orders have been passed against the Company by the Regulators, Courts or Tribunals, which impacts the going concern status and companys operations in future.

8. Transfer of un-claimed dividend to Investor Education and Protection Fund:

The Company has not transferred any amount against unclaimed dividend to Investor Education and Protection Fund during the period under report.

9. Details of Nodal Officer:

The Company has designated Mr. Harish Naidu as a Nodal Officer for the purpose of I EPF.

10. Investor Education and Protection Fund (IEPF):

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

During the Year, the Company has not transferred any amount to Investor Education and Protection Fund.

11. Revision of financial statements:

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

12. Change in the nature of business, if any:

The Company has not undergone any change in the nature of business during the FY 2025-26.

13. Deposits from public:

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

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

14. Depository System:

As the members are aware, the Companys shares are compulsorily tradable in electronic form. As on March 31, 2026, 99.02% of the Companys total paid up capital representing 1,22,32,566 shares are in dematerialized form.

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only with effect from 1st April 2019. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

15. Subsidiary companies:

Your Company has three subsidiaries namely Palred Technology Services Private Limited, Palred Electronics Private Limited and Palred Retail Private Limited as on March 31, 2026.

In accordance with Section 129(3) of the Act, Consolidated Financial Statements have been prepared which form part of this Annual Report. As required under Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiaries in the prescribed form AOC-1 is enclosed as Annexure - B to this Report.

In accordance with Section 136 of the Act, the separate audited accounts of the subsidiary companies will be available on the website of the Company, www.palred.com and the Members desirous of obtaining the accounts of the Companys subsidiaries may obtain the same upon request. These documents will be available for inspection by the members, till the date of AGM during business hours at registered office of the company.

The Policy for determining Material Subsidiaries, adopted by your Board, in conformity with the SEBI Listing Regulations can be accessed on the Companys website at www.palred.com.

16. Performance highlights of key operating subsidiaries:

Paired Electronics Private limited:

Palred Electronics Private Limited (“PEP”) owns and operates the consumer electronics brand pTron, a leading player in Indias value-focused digital accessories market. The brand offers a wide range of affordable and innovative products, including TWS, headphones, Power Banks, Bluetooth Speakers, Cables, Chargers, IT accessories, auto accessories and personal care accessories. pTron serves customers through online marketplaces, offline channels, quick-commerce platforms and B2B partnerships.

Economic and Industry Overview

The Indian consumer electronics industry continued to face a challenging environment during FY2025-26. Cautious consumer spending, pricing pressure across e-commerce platforms and intense competition in value-focused categories affected demand and margins. While demand remained uneven in discretionary categories, utility-led accessories continued to show relatively better resilience.

Quick-commerce channels continued to gain relevance for fast- moving accessories, offering an opportunity to reach consumers faster and more efficiently.

Performance Overview

FY2025-26 was a year of continued consolidation and focused execution for pTron. Revenue was lower than the previous year, largely due to weakness in certain core categories and continued market pressure. However, margins improved through sharper product selection, SKU rationalisation, tighter cost control and increased in-house manufacturing. Consequently, losses reduced despite the lower topline.

Audio products, including TWS, speakers and over-the-ear headphones, continued to be the largest category for pTron, followed by Power Banks and newly introduced categories.

Manufacturing Capabilities

During the year, PEP further strengthened its in-house manufacturing capabilities at its Nacharam facility, Hyderabad. Several products across both existing and new categories are now manufactured in-house. This has enabled better control over quality, costs, lead times and supply-chain responsiveness.

The Company continues to focus on improving manufacturing efficiency and reducing dependency on imports where commercially viable.

Revenue and Profitability

The Company recorded lower revenue compared with the previous year. Despite the decline in revenue, margins improved through a better product mix, cost optimization and increased in-house manufacturing. As a result, the net loss for the year reduced compared with the previous year.

Segment Performance:

Audio products continued to be the largest category for the Company. Power Banks continued to show relatively stable demand, supported by utility-led consumption. The Company also ventured into IT accessories, auto accessories and personal care accessories, with the objective of broadening its portfolio and creating new growth opportunities.

Channel Expansion:

Amazon and Flipkart continued to be the largest sales channels for pTron. The Company also increased its presence through quick-commerce platforms such as Swiggy Instamart and Zepto, along with other online, offline and B2B channels.

These channels support wider consumer access and efficient distribution, particularly for fast-moving accessories and utility-led products.

Business Strategy

The Companys strategy during FY2025-26 remained focused on improving margins while progressively increasing the top line. Key focus areas include:

• Enhancing in-house manufacturing efficiencies and reducing import dependence where feasible.

• Rationalising SKUs to focus on profitable, high-conversion and high-demand products.

• Expanding the portfolio through relevant new categories.

• Improving channel mix through marketplaces, quick commerce, offline distribution and B2B partnerships.

• Managing marketing investments through targeted and ROI-driven campaigns.

• Focusing on products with sustainable demand and contribution potential.

Risks and Concerns

The Company continues to monitor key risks that could impact its performance going forward:

• Demand saturation, aggressive discounting and pricing pressure in value-focused consumer-electronics categories.

• Depreciation of the Indian Rupee, which may increase the cost of imported components, raw materials and finished goods.

• Increase in logistics and freight costs arising from exchange- rate movements, fuel prices and supply-chain conditions.

• Fluctuations in the prices of electronic components, batteries, packaging materials and other raw materials.

• Inventory and product-obsolescence risk due to changing consumer preferences and short product cycles.

• Product returns, quality concerns and marketplace policy changes that may affect margins and customer experience.

Outlook

The Company remains focused on strengthening margins, improving the product and channel mix, expanding relevant new categories and progressively increasing revenue. While the market environment remains competitive, the Company believes that its manufacturing capabilities, broader portfolio and presence across marketplaces, quick commerce and B2B channels provide a stronger foundation for sustainable improvement.

Conclusion

FY2025-26 was a year of continued challenge as well as focused improvement for pTron. Although revenue declined, the improvement in margins and reduction in losses reflect the benefits of the Companys actions on portfolio rationalization, cost control and in-house manufacturing. The Company remains committed to building a stronger, more efficient and sustainable business.

Paired Retail Private Limited:

Palred Retail Private Limited operates through e-commerce websites, which offer technology and mobile accessories, including Bluetooth speakers, headsets, cables, Power Banks, Smart Watches and fashion accessories.

The Company continues to evaluate its online retail operations with emphasis on cost-efficient customer acquisition, inventory discipline and contribution margins. Given the relatively low average selling prices of several products, direct B2C selling requires careful control over marketing, fulfilment and service costs. Accordingly, the Groups focus remains on using owned platforms selectively while leveraging larger marketplaces and strategic channel partners for efficient reach.

Paired Technology Services Private Limited:

Palred Technology Services Private Limited (“PTS”) operated the Xmate brand, which was exclusively available on Amazon. in. The brand offered products such as Bluetooth headsets, Bluetooth speakers, wired headsets, chargers, cables, computer accessories and camera accessories.

The Xmate business continued to face challenges arising from high advertising costs and intense competition from established brands. The business was unable to achieve the desired scale and continued to incur losses. Accordingly, the Company has decided to exit the Xmate brand business and focus its resources on more sustainable growth opportunities within the Group.

17. Companies which have become or ceased to be subsidiaries:

During the FY 2025-26, there was no change in subsidiaries. For further analysis on the consolidated performance, the attention is invited to the section on Management Discussion and Analysis and notes to the consolidated financial statements.

18. Investment in subsidiaries:

During financial year 2025-26, the Company had not infused any capital in Subsidiary Companies.

19. Brand protections:

Your Company has taken appropriate actions against counterfeits, fakes and other forms of unfair competitions/ trade practices.

PALRED, PTRON, #BELOUDBEPROUD, DaZon, Xmate and LATESTONE are key intangible assets of the Company and its subsidiaries.

20. Independent directors familiarization programmes:

Independent Directors are familiarized about the Companys operations, businesses, financial performance and significant development so as to enable them to take well-informed decisions in timely manner. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. Direct meetings with the Chairperson are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

The details of familiarisation programme held in FY 2025-26 are also disclosed on the Companys website and its web link is http://www.palred.com

21. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc..

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of Executive and Non-Executive Directors. The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. At the Board meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board.

The evaluation process reinforced the Boards confidence in the Companys ethical standards, the cohesiveness among Board members, the agility of the Board and the Management in responding to challenges, and the transparency of the Management in sharing strategic information with the Board.

The detailed procedure followed for the performance evaluation of the Board, Committees and Individual Directors is enumerated in the Corporate Governance Report.

22. Meetings of the Board:

The Board of Directors duly met Five (5) times on 12.05.2025, 28.05.2025, 08.08.2025 12.11.2025 and 13.02.2026 and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

One resolution was passed by the Board of Director through Circular resolution dated 08.072025 for Prepone the Time of 26th Annual General Meeting from 2:00 pm to 11: 30 AM

23. Committees of the Board:

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

24. Audit Committee Recommendations:

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

25. Declaration by the Company

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014

26. Directors and key managerial personnel:

As on date of this report, the Company has Six Directors, out of those three are Independent Directors including one Woman Independent Directors.

a) Appointment/Re-appointment of Directors of the Company: Pursuant to the recommendations of the Nomination & Remuneration Committee (“NRC”), the Board of Directors, at its meeting held on May 13, 2025, approved appointment of Ravichandran Rajagopal (DIN: 00110930) as Independent Directors and Mr. Harmendra Gandhi (DIN: 03599975) as Independent Director of the Company for a term of five years with effect from May 13, 2025. The aforesaid appointments were subsequently approved by the members of the Company by way of special resolutions through its Annual General Meeting held on August 12, 2025.

Re-appointment of Mrs. Aakanksha Sachin Dubey (DIN: 08792778) as Independent Director of the company with effect from June 25, 2025

b) Resignation/ Cessation of Directors of the Company:

During the year, no Director resigned or ceased to be Director of the Company.

The term of the Independent Directors, namely Mr. Atul Sharma and Mr. S. Vijaya Saradhi, ended effective 13.05.2025. Consequently, these Directors have ceased to act as Independent Directors of the Company from 13.05.2025.

c) Key Managerial Personnel:

Key Managerial Personnel for the financial year 2025-26

• Mrs. Palem Supria Reddy, Chairperson & Managing Director of the company.

• Mr. P. Harish Naidu, Chief financial officer of the company.

• Mrs. Shruti Mangesh Rege, Company Secretary & Compliance Officer of the Company.

27. Statutory audit and auditors report:

The members of the Company at their Annual General Meeting held on 25th September, 2024 have appointed M/s. MSKC & Associates, as statutory auditors of the Company to hold office until the conclusion of 30th Annual General meeting of the Company.

The Auditors Report for fiscal year 2025-2026 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report. The Company has received audit report with unmodified opinion for both Standalone and Consolidated Audited Financial Results of the Company for the Financial Year ended March 31, 2026 from the statutory auditors of the Company.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

28. Internal auditors:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during the year under review, the Internal Audit of the functions and activities of the Company was undertaken by M/s Seshachalam & Co., the Internal Auditor of the Company.

Deviations are reviewed periodically and due compliance was ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to the Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

29. Secretarial Auditor & Audit Report:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed Mr. Vivek Surana, Practicing Company Secretary (CP No. 12901) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31, 2026.

The Secretarial Audit was carried out by Mr. Vivek Surana, Practicing Company Secretary (CP No. 12901) for the financial year ended March 31, 2026. The Report given by the Secretarial Auditor is annexed herewith as Annexure-L and forms integral part of this Report.

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

30. Annual Secretarial Compliance Report:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/ guidelines issued thereunder. Further, Secretarial Compliance Report dated May 29, 2026, was given by Mr. Vivek Surana, Practicing Company Secretary which was submitted to Stock Exchanges within 60 days of the end of the financial year.

31. Secretarial Audit of Material Unlisted Indian Subsidiaries:

M/s. Palred Electronics Private Limited (PEP) is a material subsidiary of the Company undertake Secretarial Audit every year under Section 204 of the Companies Act 2013. The Secretarial Audit of PEP for the Financial Year 2025-26 was carried out pursuant to Section 204 of the Companies Act 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Secretarial Audit Report of PEP, submitted by Mr. Vivek Surana, Practicing Company Secretary.

The Reports given by the Secretarial Auditor is annexed herewith and forms integral part of this Report.

As required under Regulation 16(1) (C) of Listing Regulations, the Company has formulated and adopted a policy for determining Material Subsidiaries, which has been hosted on its website at: https://www.palred.com

32. Cost records and cost audit:

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

33. No Frauds reported by statutory auditors

During the Financial Year 2025-26, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

34. Declaration by the Company

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164 (2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

35. Conservation of energy, technology absorption and foreign exchange outgo:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder and Rule 8 of Companies (Accounts) Rules, 2014::

A. Conservation of Energy:

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

B. Technology Absorption:

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

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: Nil

2. Foreign Exchange Outgo: Nil

36. Management discussion and analysis report:

Management discussion and analysis report for the year under review as stipulated under Regulation 34(2) (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as Annexure- G to this report.

37. Risk management policy:

The Board of Directors had constituted Risk Management Committee to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis.

38. Corporate governance:

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Regulations. A separate section on Corporate Governance, forming a part of this Report and the requisite certificate from the Companys Auditors confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance as Annexure E.

39. Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company, prepared in accordance with Section 92(1) of the Act and Rule 11 of the Companies (Management and Administration) Rules, 2014, for the financial year 2025-26, is available in Form MGT-7 on the Companys website at the following URL: https://www. palred.com.

40. Authorised and paid-up capital of the company:

The authorized capital of the company stands at Rs. 35,00,00,000/- divided into 2,80,38,800 equity shares of Rs.10/- each and 6,96,120 redeemable optionally convertible cumulative preference shares of Rs. 100/- each. The companys paid up capital is Rs. 12,23,25,660/- divided into 1,22,32,566 equity shares of Rs. 10/- each.

41. Declaration of independence:

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

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the PIDs of the Company have registered themselves with the India Institute of Corporate Affairs (IICA), Manesar and have included their names in the databank of Independent Directors within the statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct.

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

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

42. Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that for the financial year ended March 31, 2026

a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) The Directors have 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 as of March 31, 2026, and of the profit of the Company for the financial year ended March 31, 2026;

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 were operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

43. Vigil Mechanism/Whistle Blower Policy:

The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to Regulation 22 of the Listing Regulations and Section 177(10) of the Act, enabling stakeholders to report any concern of unethical behaviour, suspected fraud or violation.

The said policy inter-alia provides safeguard against victimization of the Whistle Blower. Stakeholders including directors and employees have access to the Managing Director and Chairperson of the Audit Committee.

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

The policy is available on the website of the Company at www. palred.com.

44. Employee stock option scheme:

The Company has an Employee Stock Option (ESOP) scheme, namely “Employee Stock Option Scheme 2016-” (PALRED ESOP Scheme) which helps the Company to retain and attract right talent. The Nomination and Remuneration Committee (NRC) administers the Companys ESOP scheme. There were no changes in the ESOP scheme during the financial year under review. The ESOP scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Disclosure in compliance with the SEBI (Share Based Employee Benefits) regulations, 2014 are available on the company website of the company at www.palred.com

45. Corporate social responsibility policy:

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

46. Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. During the year under review, the Company was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS- 2, relating to “Meetings of the Board of Directors” and “General Meetings” respectively.

47. Insurance:

The properties and assets of your Company are adequately insured.

48. Particulars of Loans, Guarantees or Investments

During the year under review, the Company has given a pledge of fixed assets against the overdraft facility to Palred Electronics Private Limited (a Subsidiary Company) amounting to Rs. 46.98 Crores. Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

During the year under review, the Company has given a pledge on fixed assets against the overdraft facility to Palred Technology Services Private Limited (a Subsidiary Company) amounting to Rs. 2.16 Crores. Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the financial statements

49. Internal Financial Control Systems:

Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies and also on promoting compliance of ethical and well-defined standards. The Company follows an exhaustive budgetary control and standard costing system. Moreover, the management team regularly meets to monitor goals and results and scrutinizes reasons for deviations in order to take necessary corrective steps. The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management and the internal auditors.

The internal audit is conducted at the Company and covers all key areas. All audit observations and follow up actions are discussed with the Management as also the Statutory Auditors and the Audit Committee reviews them regularly.

50. Related Party Transactions:

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. During the financial year 2025-26, there were 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.

In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, omnibus approval for the estimated value of transactions with the related parties for the financial year is obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature.

The summary statement of transactions entered into with the related parties pursuant to the omnibus approval so granted are reviewed & approved by the Audit Committee and the Board of Directors on a quarterly basis. The summary statements are supported by an independent audit report certifying that the transactions are at an arms length basis and in the ordinary course of business

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure- C to this report.

51. Policy on directors appointment and remuneration:

In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the Companies Act, 2013, the Board of Directors upon recommendation of the Nomination and Remuneration Committee approved a policy on Directors appointment and remuneration, including, criteria for determining qualifications, positive attributes, independence of a Director and other matters. The said Policy extract is covered in Corporate Governance Report which forms part of this Report and is also uploaded on the Companys website at www.palred.com.

52. Particulars of Employees and related Disclosure:

Disclosure pertaining to remuneration and other details as required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-D to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding

During the year none of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- per month and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

53. Shares transferred to investor education and protection fund:

No shares were transferred to the Investor Education and Protection Fund during the year under review.

54. Ratio of remuneration to each director:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of Mrs. Palem Supriya Reddy, Managing Director of the Company to the median remuneration of the employees is 1.12:1 and of Mr. P. Harish Naidu, CFO of the Company is 2.98:1.

55. Non-executive directors compensation and disclosures:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

56. Industry based disclosures as mandated by the respective laws governing the company:

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

57. Failure to implement corporate actions:

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

58. Corporate insolvency resolution process initiated under the insolvency and bankruptcy code, 2016.

During the financial year under review, no application was admitted and no Corporate Insolvency Resolution Process (CIRP) was initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016. Further, the Company has not made any application for initiation of CIRP against any other corporate debtor during the year under review, wherever such disclosure is applicable.

59. Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and Financial institutions:

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

60. Policies:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website (https:// www.palred.com/investors/ policies). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

Name of the policy	Brief Description	Website link
Board Diversity Policy	At Palred Technologies Limited, we believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors.	https://www.palred. com
Nomination and Remuneration Policy	This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the Directors, key managerial personnel and other employees.	https://www.palred. com
Policy on Material Subsidiaries	The policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance framework for them.	https://www.palred. com
Related Party Transaction Policy	The policy regulates all transactions between the Company and its related parties	https://www.palred. com
Vigil Mechanism/ Whistle Blower Policy	The said policy inter alia provides safeguard against victimization of the Whistle Blower. Stakeholders, including Directors and Employees, have direct access to the Chairperson of the Audit Committee	https://www.palred. com

61. Statutory compliance:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

62. Statement on Maternity Benefit Compliance:

The provisions of the Maternity Benefit Act, 1961 were applicable to the Company during the financial year 2025-26. However, no maternity benefits were claimed or availed by any female employee during the said financial year.

63. Designated person for furnishing information and extending co-operation to ROC in respect of beneficial interest in shares of the company:

The Company has appointed Mr. P. Harish Naidu, Chief Financial Officer as designated person, for furnishing information and extending co-operation to ROC in respect of beneficial interest in shares of the Company to ensure compliance with MCA notification on this matter.

64. Code of conduct for the prevention of insider trading:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the Company has formulated a Code of Conduct for Prevention of Insider Trading (“Insider Trading Code”) and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information (“UPSI”).

The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company at https:// www. Palred.com

65. CEO/CFO Certification:

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is attached with the annual report as Annexure I.

66. Prevention of sexual harassment at workplace:

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behavior. An Internal Complaints Committee (“ICC”) has been set up by the senior management (with women employees constituting the majority). The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

During the financial year ended March 31, 2026, no complaints pertaining to sexual harassment have been received.

67. Green Initiatives:

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copies of the Notice of 27th Annual General Meeting of the Company are sent to all Members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their e-mail addresses, physical copies are sent through the permitted mode.

68. Event Based Disclosures

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

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employees stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

69. Other Disclosures/reporting:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

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

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

c. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

70. Appreciation & acknowledgement:

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

Your Directors also wish to place on record their appreciation of business constituents, banks and other “financial institutions and shareholders of the Company like SEBI, BSE, NSE, NSDL, CDSL, ICICI Bank, Kotak Mahindra Bank and CITI Bank etc. for their continued support for the growth of the Company.

	For and on behalf of the Board of Directors
	Palred Technologies Limited
	Sd/-	Sd/-
	P. Supriya Reddy	Aakanksha Sachin Dubey
	Chairperson & Managing Director	Director
Place: Hyderabad	(DIN: 00055870)	(DIN: 08792778)
Date: 04.09.2026