Popees Cares Ltd Directors Report

TO THE SHAREHOLDERS

Dear Shareholders,

Your Directors have pleasure in presenting the 32nd Boards Report of Koiya International Limited (Formerly known as Popee s Cares Limited) (hereinafter referred to as the Company), along with the Audited Financial Statements of the Company for the financial year ended 31st March 2026.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March 2026 are summarised below:

(Rs. In Thousands)

Particulars	2025-26 (Rs.)	2024-25 (Rs.)
Revenue from Operations	Nil	Nil
Other Income	Nil	31.65
Total Income	Nil	31.65
Total Expenses	3,136.25	4,215.69
Profit/(Loss) before Tax	(3,136.25)	(4,184.04)
Exceptional & Extra-Ordinary Items	-	-
Tax Expenses	Nil	Nil
Transfer to Reserves	-	-
Profit/(Loss) after Tax carried to Balance Sheet	(3,136.25)	(4,184.04)
Earnings Per Share (Rs.10/- each)	(0.52)	(0.69)

BUSINESS PERFORMANCE:

During the financial year under review, your Company has incurred a net loss of Rs. 31,36,255.36 as against a net loss of Rs. 41,84,045.69 in the previous financial year. The Company did not earn any revenue from operations during the year under review.

2. NATURE OF BUSINESS AND CHANGE IN NATURE OF BUSINESS DURING THE YEAR UNDER REVIEW

There is no change in nature of Business during the year under review.

3. THE STATE OF THE COMPANYS AFFAIRS

During the financial year under review, the Board continued its efforts towards stabilising the Companys affairs, reconstituting the Board and its Committees, and complying with applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board remains focused on the Companys business fundamentals and continues to explore avenues for scaling operations, strengthening financial performance and enhancing shareholders value.

4. CHANGE IN NAME OF THE COMPANY

The name of the Company was changed from "Popee s Cares Limited" to "Koiya International Limited" with effect from March 09, 2026, pursuant to the approval of the Ministry of Corporate Affairs, consequent to which a fresh Certificate of Incorporation was issued on March 09, 2026

5. SHARE CAPITAL

During the financial year under review, the Authorised Share Capital of the Company was Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs.10/- (Rupees Ten Only) each.

The paid-up Equity Share Capital of the Company as on 31st March 2026 stood at Rs.6,04,42,500/- (Rupees Six Crores Four Lakhs Forty-Two Thousand Five Hundred Only) which consists of 60,44,250 Equity Shares. Fully paid up shares consist of 60,21,800 Equity Shares of Rs.10/- each and Partly Paid up shares consist of 44,900 Equity shares of Rs. 5/- each which remains unchanged from the previous financial year.

6. REDUCTION OF SHARE CAPITAL

As stated in the previous years Boards Report, the Board of Directors, in view of the accumulated losses of the Company, had approved a draft Scheme for reduction of the Share Capital of the Company to the extent of 99% of the Paid-up Share Capital, at its meeting held on 6th June, 2025, and placed the same was approved by the Members in the Annual General Meeting held on 16th September, 2025. Scheme for reduction of the Share Capital is pending before NCLT Bench, Chennai for its approval.

The Members of the Company, at their 31st Annual General Meeting held on 16th September, 2025, had approved the Scheme of Reduction of Share Capital of the Company, including the provisions contained in Para 10.3 relating to the Shareholding Pattern. During the pendency of the proceedings relating to the Reduction of Share Capital before the Honble National Company Law Tribunal ("NCLT"), Chennai Bench, there has been a change in the shareholding of the Promoters. The Promoter sold 4,66,743 Equity Shares in order to meet their financial contingency and financial obligations pertaining to bank loans. Consequently, the Shareholding Pattern stated in Para 10.3 of the Scheme of Reduction requires modification to reflect the revised shareholding position of the Company. Board has placed before shareholders to approve the modification of Para 10.3 of the Scheme of Reduction in this 32nd Annual General Meeting.

7. DIVIDEND AND UNPAID/UNCLAIMED DIVIDEND - IEPF DISCLOSURE

In view of the losses incurred during the financial year, the Board of Directors has not recommended any dividend for the financial year 2025-26.

As there was no dividend declared/paid by the Company during the year or in the preceding years, there is no unpaid or unclaimed dividend lying with the Company as on 31st March 2026, and accordingly no amount is required to be transferred to the Investor Education and Protection Fund (IEPF) under Section 125 of the Companies Act, 2013.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has neither given any loans or guarantees nor made any investments as covered under the provisions of Section 186 of the Companies Act, 2013 during the financial year 2025-26.

9. TRANSFER TO RESERVES

During the year under review, no amount has been transferred to the General Reserve of the Company. The entire loss for the year has been carried to the Statement of Profit and Loss / Retained Earnings.

10. DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There are no related party transactions entered into during the financial year were in the ordinary course of business and on an arms length basis. Thus Disclosure in AOC-2 is not applicable.

12. COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY

The Company does not have any holding or subsidiary company and, accordingly, no Director of the Company has received any commission from, or has any stake in, any holding or subsidiary company.

13. RISK MANAGEMENT POLICY

The Company continues to have an effective Risk Management process in place. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed and discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

14. NOMINATION AND REMUNERATION POLICY

Koiya International Limited has constituted a Nomination and Remuneration Committee, which has formulated a Nomination, Remuneration and Evaluation Policy to provide a framework and set standards for the nomination and remuneration of the Directors, Key Managerial Personnel and other employees, and evaluation of the Directors. The remuneration policy approved by the Board of Directors is available on the website of the Company at www.koiyainternational.com .

15. BOARDS POLICIES

The Company has the following policies which are applicable as per the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, which are placed on the website of the Company at www.koiyainternational.com .

Code of Conduct for Directors and Senior Management Personnel

?‚? Code of Conduct for Insider Trading

?‚? Code of Fair Disclosure of Unpublished Price Sensitive Information

?‚? Web Archival Policy

?‚? Policy on Prevention of Sexual Harassment of Women

?‚? Policy on Materiality of Events

?‚? Policy on Nomination and Remuneration

?‚? Policy on Preservation of Documents

?‚? Policy on Related Party Transactions

?‚? Policy for Board Diversity

?‚? Whistle Blower / Vigil Mechanism Policy

?‚? Code for Independent Directors

?‚? Policy on Determining Material Subsidiaries

Since the Companys Paid-Up Equity Share Capital and Net Worth continue to be less than Rs.10 Crores and Rs.25 Crores respectively, the provisions of the SEBI (LODR) Regulations, 2015 relating to compliance of Regulations 17 to 27 and applicable clauses of Regulation 46(2) and Part C, D and E of Schedule V (Corporate Governance provisions) are not applicable to the Company, in terms of Regulation 15 of the SEBI (LODR) Regulations, 2015.

16. PARTICULARS OF EMPLOYEES

There are no employees falling within the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information of employees as per Rule 5(2) of the said Rules for the year is "Nil".

17. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT

Training on relevant areas is given to employees periodically, and employees are motivated to work in line with the development of the industry. There were no significant developments on the Human Resources / Industrial Relations front, such as signing of wage agreements or implementation of Voluntary Retirement Schemes, during the year under review.

18. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (POSH)

The Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, and has constituted an Internal Complaints Committee for the same. The policy is uploaded on the Companys website at www.koiyainternational.com .

During the year under review, the Company received Nil complaint(s) on sexual harassment.

19. PARTICULARS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiary, Associate or Joint Venture Company.

20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

The following material changes and commitments occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report:

?‚? The Registered Office of the Company was shifted to AMG Towers, No. 28, Lawyer Jaganathan Street, Alandur, Chennai - 600016, pursuant to approval of the Board of Directors at its meeting held on 14th August, 2025.

?‚? The name of the Company was changed from "Popee s Cares Limited" to "Koiya International Limited" with effect from March 09, 2026, pursuant to the approval of the Ministry of Corporate Affairs, consequent to which a fresh Certificate of Incorporation wa s issued on March 09, 2026

?‚? The Board of Directors, at its meeting held on 15th January, 2026, approved proposals for creation of charge/mortgage/hypothecation on the Companys movable/immovable properties and for borrowing powers of the Company up to Rs.100 Crores under Sections 180(1)(a) and 180(1)(c), and for granting of loans/guarantees/securities/investments up to Rs.100 Crores under Sections 185 and 186 of the Companies Act, 2013, subject to the approval of the Members by way of Special Resolution(s) at the Extraordinary General Meeting (EGM) of the Company held/scheduled on 21st February, 2026.

?‚? The Registered Office of the Company was shifted to No. 5, Damodaran Street, First Floor, Back Side of Sindhi CBSE Model School, Kellys, Kilpauk, Chennai, Perambur Purasawalkam, Tamil Nadu, India, 600010, pursuant to approval of the Board of Directors a t its meeting held on 29th May, 2026.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) AND CHANGE IN BOARD OF DIRECTORS AND KMP AS ON THE DATE OF THE REPORT

The following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company during the financial year 2025-26 and up to the date of this report:

Appointments:

Name	DIN	Designation	Date of Appointment
Mrs. Sumita Mishra	00207928	Non-Executive Independent Director	30.05.2025
Mr. Omkar Mundhra	11148932	Non-Executive Independent Director	15.06.2025
Mr. Saroj Kumar Choudhury	11143083	Non-Executive Independent Director	14.11.2025
Mrs. Shanu Jain	-	Company Secretary & Compliance Officer	15.04.2026
Mr. Arunraj Charivukalayil Baburaj	11735448	Additional Director (Non Executive Non Independent Director)	29.05.2026
Mrs. Kattakota Satyabati Devi	11586438	Additional Director (Executive-Managing Director) & CFO	11.08.2026

Resignations / Cessations:

Name	DIN	Designation	Date of Cessation
Mr. Suresh Menon	06914200	Non Executive Director	22.04.2025
Mr. Sivadas Chettoor	01773249	Non Executive Independent Director	13.11.2025
Mrs. Indu Kamala Ravindran	09252600	Non Executive Independent Director	14.11.2025
Mr. Suresh Thekkemalaikkal Ramakrish Achary	01859728	Non Executive Independent Director	15.01.2026
Ms. Divya P S	-	Company Secretary & Compliance Officer	15.01.2026
Mr. Shaju Thomas	06412983	Non-Executive Director	19.06.2026

Directors continuing in office as on the date of this Report:

Name	DIN	Designation
Mrs. Linta Purayidathil Jose	06413031	Whole-time / Executive Director
Mrs. Sumita Mishra	00207928	Non-Executive Independent Director
Mr. Omkar Mundhra	11148932	Non-Executive Independent Director
Mr. Saroj Kumar Choudhury	11143083	Non-Executive Independent Director
Mr. Arunraj Charivukalayil Baburaj	11735448	Additional Director (Non-Executive Non Independent Director)
Mrs. Kattakota Satyabati Devi	11586438	Additional Director (Executive-Managing Director)

Directors Appointment / Re-Appointment (retiring by rotation): Mrs. Linta Purayidathil Jose (DIN: 06413031) retires by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment.

22. NUMBER OF MEETINGS OF THE BOARD AND BOARDS COMMITTEES

The Board meets at regular intervals to discuss and decide on business strategies/policies and to review the financial performance of the Company. During the financial year 2025-26, the Board of Directors met on the following occasions:

Meeting	No. of Meetings during the Financial Year 2025-26	Date of the Meetings
Board Meeting	6	30.05.2025, 06.06.2025, 14.08.2025, 14.11.2025, 15.01.2026, 11.02.2026
Audit Committee	5	30.05.2025, 06.06.2025, 14.08.2025, 14.11.2025, 11.02.2026
Nomination & Remuneration Committee	3	30.05.2025, 14.11.2025, 15.01.2026
Stakeholders Relationship Committee	2	30.05.2025, 14.08.2025
Independent Directors Meeting	1	11.02.2026

The interval between two Board Meetings was well within the maximum period mentioned under Section 173 of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

23. COMPOSITION OF COMMITTEES OF THE BOARD

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015, the Audit Committee of the Board, as constituted/reconstituted during the year, is as follows:

Audit Committee:

Name	Designation	Meetings attended
Mr. Sivadas Chettoor (resigned w.e.f. 13.11.2025)	Non-Executive Independent Director	30.05.2025 06.06.2025 14.08.2025
Mrs. Indu Kamala Ravindran (resigned w.e.f. 14.11.2025)	Non-Executive Independent Director	30.05.2025 06.06.2025 14.08.2025 14.11.2025
Mr. Suresh Menon (resigned w.e.f. 22.04.2025)	Non-Executive Director	-
Mrs. Sumita Mishra	Non-Executive Independent Director	30.05.2025 06.06.2025 14.08.2025 14.11.2025 11.02.2026
Mrs. Linta Purayidathil Jose	Executive- Wholetime Director	30.05.2025 06.06.2025 14.08.2025 14.11.2025 11.02.2026
Mr. Saroj Kumar Choudhury (Appointed w.e.f. 14.11.2025)	Non-Executive Independent Director	14.11.2025 11.02.2026

Nomination & Remuneration Committee:

Name	Designation	Meetings attended
Mr. Sivadas Chettoor (resigned w.e.f. 13.11.2025)	Non-Executive Independent Director	30.05.2025
Mrs. Indu Kamala Ravindran (resigned w.e.f. 14.11.2025)	Non-Executive Independent Director	30.05.2025, 14.11.2025,
Mr. Suresh Menon (resigned w.e.f. 22.04.2025)	Non-Executive Director	-
Mrs. Sumita Mishra	Non-Executive Independent Director	30.05.2025 14.11.2025 15.01.2026
Mr. Saroj Kumar Choudhury (Appointed w.e.f. 14.11.2025)	Non-Executive Independent Director	14.11.2025 15.01.2026
Mr. Omkar Mundhra	Non-Executive Independent Director	14.11.2025 15.01.2026

Stakeholders Relationship Committee:

Name	Designation	Meetings attended
Mr. Sivadas Chettoor (resigned w.e.f. 13.11.2025)	Non-Executive Independent Director	30.05.2025 14.08.2025
Mr. Shaju Thomas (resigned w.e.f. 19.06.2026)	Non-Executive Director	30.05.2025 14.08.2025
Mrs. Sumita Mishra	Non-Executive Independent Director	30.05.2025 14.08.2025
Mrs. Linta Purayidathil Jose	Executive Director	30.05.2025 14.08.2025
Mr. Saroj Kumar Choudhury (Appointed w.e.f. 14.11.2025)	Non-Executive Independent Director	-

Risk Management Committee / Corporate Social Responsibility Committee: Not applicable to the Company for the year under review, since the relevant thresholds/criteria for mandatory constitution of these Committees are not met.

24. AUDIT COMMITTEE RECOMMENDATION

During the year under review, there were no instances where the Board did not accept any recommendation of the Audit Committee.

25. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with the Companies Act, 2013, the performance evaluation of the Board, its Committees and individual Directors (including Independent Directors) was carried out during the year under review. The evaluation framework for assessing the performance of Directors comprises the following key areas:

?‚? Attendance at Board Meetings and Board Committee Meetings.

?‚? Quality of contribution to Board deliberations.

?‚? Strategic perspectives or inputs regarding future growth of the Company and its performance.

?‚? Providing perspectives and feedback going beyond information provided by the management.

?‚? Commitment to shareholder and other stakeholder interests.

The evaluation involves self-evaluation by the Board Member and subsequent assessment by the Board of Directors; a member of the Board does not participate in the discussion of his/her own evaluation. The evaluation of Independent Directors is done by the entire Board excluding the Director being evaluated, and covers performance as well as fulfilment of the independence criteria.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013, the Company has established a Vigil Mechanism Policy for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violations of the Companys Code of Conduct. The mechanism provides for adequate safeguards against victimisation of employees who avail themselves of it and provides for direct access to the Audit Committee. It is affirmed that during Financial Year 2025-26, no employee was denied access to the Audit Committee. The Vigil Mechanism Policy is available on the Companys website at www.koiyainternational.com .

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has formulated a Framework on Internal Financial Controls in accordance with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014. The Company has internal control systems to monitor business processes, financial reporting and compliance with applicable regulations.

28. COMPLIANCE WITH SECRETARIAL STANDARDS

Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

29. INDEPENDENT DIRECTORS DECLARATION, SEPARATE MEETING AND FAMILIARISATION PROGRAMME

Declaration of Independent Directors: The Company has received necessary declarations from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, and Regulation 16 of the SEBI (LODR) Regulations, 2015, that they meet the criteria of independence laid down in Section 149(6) of the Act. In the opinion of the Board, the Independent Directors fulfil the conditions of independence specified in the Act and the SEBI (LODR) Regulations, 2015 and are independent of the management.

Separate Meeting of Independent Directors: A separate meeting of the Independent Directors was held on 11.02.2026 as per Schedule IV of the Companies Act, 2013, inter alia to review the performance of Non-Independent Directors and the Board as a whole.

Familiarisation Programme for Independent Directors: The familiarisation programme updates Directors on their roles, responsibilities, rights and duties under the Act and other statutes, and on the overall functioning and performance of the Company. Details of the familiarisation programme are available on the Companys website at www.koiyainternational.com .

30. LISTING WITH STOCK EXCHANGES AND LISTING FEES

Equity Shares of the Company are listed on BSE Limited. The Company confirms that it has paid the Annual Listing Fees to BSE Limited for the financial year 2025-26,

31. CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS

The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, 24th September 2026 to Wednesday, 30th September, 2026 for the purpose of the ensuing Annual General Meeting.

32. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since the Company has not declared any dividend during the year under review or in the preceding seven financial years, the provisions relating to transfer of unclaimed/unpaid dividend to the Investor Education and Protection Fund (IEPF) are not applicable to the Company.

33. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees.

34. AUDITORS AND AUDIT REPORTS

Statutory Auditors: M/s. Mahesh C Solanki & Co., Chartered Accountants (FRN- 006228C), continue as the Statutory Auditors of the Company, having been appointed for a period of 5 years from the conclusion of the 30th Annual General Meeting till the conclusion of the 35th Annual General Meeting of the Company.

The Auditors Report for the financial year ended 31st March 2026 does not contain any qualification, reservation or adverse remark on the financial statements.

Secretarial Auditor: Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company for a period of 5 years commencing from the financial year 2025-26, pursuant to the Boards approval dated 30th May, 2025.

The Secretarial Audit Report of M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries for the Financial Year 2025-26 forms part of this Annual Report. The report contains the followings qualified opinion:

a) Qualification: The During the period under review, there was a delay in submitting the requisite disclosures to BSE Limited under Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, regarding the resignations of Independent Directors, namely Mr. Sivadas Chettoor (DIN: 01773249) w.e.f. November 13, 2025, and Mrs. Indu Kamala Ravindran (DIN: 09252600) w.e.f. November 14, 2025. Management Reply: The submission of the resignation letters and related annexures was delayed due to a temporary technical issue. During the relevant period, the Companys server was down, which affected access to official emails and internal records required for completing and uploading the disclosure within the prescribed time. Upon restoration of the systems, the Company promptly submitted the required disclosures along with all relevant documents. The delay was unintentional and occurred due to technical reasons only. The Company remains committed to timely compliance with all applicable SEBI regulations and has taken steps to avoid such delays in the future. b) Qualification: During the financial year under review, the Company did not maintain an operational website pursuant to Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the relevant provisions of the Companies Act, 2013. Management Reply: The company has changed its name to Koiya International Limited. Therefore company has purchased domain in its new name and new website is functional under Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. c) Qualification: During the financial year under review, the Company did not have a designated Chief Financial Officer (CFO) as required under Section 203 of the Companies Act, 2013 and Company Secretary under Regulation 6(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Management Reply: Company has appointed Chief Financial Officer on 11th August, 2026 and Company Secretary on 15th April, 2026 as per Section 203 of Companies Act, 2013 and Regulation 6(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. d) Qualification: During the financial year under review, certain statutory e-forms required to be filed with the Registrar of Companies (ROC) pursuant to the provisions of the Companies Act, 2013 and the rules framed thereunder were submitted after the prescribed statutory timelines upon payment of the requisite additional/late fees. Management Reply: The delay was unintentional and company had taken steps to avoid these errors in future. Company has paid delayed filing fees as per provisions of Companies Act, 2013. The Company remains committed to timely compliance with all filings of e-forms in timely manner. e) Qualification: During the financial year under review, Company was subject to SOP fines levied by BSE Limited pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for LRR submitted instead of Audit Report for Quarter ended March 2026. Management Reply: The Company had duly filed the Financial Results along with the Independent Auditors Review Report instead of Independent Auditors report within the prescribed time. However, our Statutory Auditor inadvertently issued the report in the Independent Auditors Review Report format instead of the prescribed Audit Report format applicable for the financial year ended 31 March, 2026. The Independent Auditors Review Report was prepared and issued by the Companys Statutory Auditor. The Company relied upon the report provided by the Auditor and filed the same in good faith. The error was purely inadvertent and unintentional, with no intention whatsoever to violate the provisions of the SEBI (LODR) Regulations or withhold any material information from the Exchange or investors The Financial Results themselves were submitted within the prescribed timeline, and the issue was confined only to the format of the Auditors Report. The company had filed revised Audit Report with BSE and also paid SOP Fines of Rs. 2,59,600/- and also have made Waiver Application to BSE under protest.

The Secretarial Audit Report for the financial year 2025-26 is annexed to this Report as Annexure - I .

Internal Auditors: The Company had appointed M/s Bobby M Vincent and Associates as the Internal Auditors of the Company for the financial year 2025-26. The Audit Committee determines the scope of Internal Audit in line with regulatory and business requirements.

Cost Auditor: Pursuant to the Companies (Cost Records and Audit) Rules, 2014 read with the Companies (Cost Records and Audit) Amendment Rules, the Company does not fall under the purview of Cost Audit.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators/Courts/Tribunals during FY 2025-26 which would impact the going concern status of the Company and its future operations.

We further report that During the period under review, the Company was subject to SOP fines levied by BSE Limited pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for LRR submitted instead of Audit Report for Quarter ended March 2026.The company had filed revised Audit Report with BSE and also paid SOP Fines of Rs. 2,59,600/- and also have made Waiver Request to BSE for consideration.

36. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE REMUNERATION

At present, Directors are not receiving any remuneration from the Company in view of the financial constraints; hence, the disclosure of the ratio of remuneration of each Director to the median employees remuneration, and other particulars under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the Company.

37. NO ESOP / BUYBACK DECLARATION

During the year under review, the Company has not issued any shares under any Employee Stock Option Scheme (ESOP) and has not undertaken any Buyback of its securities.

38. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors has adopted a Code of Conduct for Board Members and employees of the Company in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code helps the Company maintain a standard of business ethics and ensure compliance with legal requirements. The Code lays down the standard of conduct expected of Directors and designated employees in their business dealings, including matters of integrity in the workplace, in business practices and in dealings with stakeholders. All Board Members and Senior Management Personnel have confirmed compliance with the Code.

39. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company for FY 2025-26, as the Company does not meet the eligibility criteria (net worth, turnover and net profit thresholds) prescribed under the said Section. Accordingly, a report on CSR activities is not annexed to this Annual Report.

40. EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as at 31st March 2026 will be uploaded on the website of the Company and can be accessed at www.koiyainternational.com .

41. DISCLOSURE REQUIREMENTS

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 is of the view that such systems are adequate and operating effectively.

42. DIRECTORS RESPONSIBILITY STATEMENT

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

1. in the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. 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 at the end of the financial year and of the loss of the Company for that period;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, subject to the observations of the Statutory Auditors regarding the audit trail feature of the accounting software as referred to above;

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

5. the Directors have laid down internal financial controls to be followed by the Company, and such internal financial controls are adequate and were operating effectively, subject to the observations of the Statutory Auditors as referred to under Internal Control Systems and their Adequacy above;

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

43. CORPORATE GOVERNANCE REPORT

As on 31st March, 2026, the Companys Paid-Up Equity Share Capital and Net Worth continue to be less than Rs.10 Crores and Rs.25 Crores respectively. Hence, compliance with Regulations 17-27 of the SEBI (LODR) Regulations, 2015 does not apply to the Company in terms of Regulation 15 thereof.

44. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report on the business and operations of the Company for the financial year ended 31st March 2026 as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and under the provisions of the Companies Act, 2013 (the Act) is annexed as an Annexure II to this report.

45. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

?‚? The steps taken or impact on conservation of energy: N.A.

?‚? The steps taken by the Company for utilising alternate sources of energy: N.A.

?‚? The capital investment on energy conservation equipment: N.A.

Technology Absorption:

?‚? The efforts made towards technology absorption: N.A.

?‚? The benefits derived, like product improvement, cost reduction, product development or import substitution: N.A.

?‚? In case of imported technology (imported during the last three years): N.A.

?‚? The expenditure incurred on Research and Development: N.A.

Foreign Exchange Earnings and Outgo: Not Applicable.

46. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

47. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS

The Company has not made any one-time settlement for loans taken from Banks or Financial Institutions, and hence the details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking the loan from Banks or Financial Institutions, along with reasons thereof, are not applicable.

48. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

49. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the contributions made by employees at all levels towards the continued growth of your Company. The Directors also take this opportunity to convey their gratitude to all the valued shareholders of the Company, its Bankers, regulatory authorities and other stakeholders for their continued support and co-operation.

50. CAUTIONARY STATEMENT

The statements contained in the Boards Report and Management Discussion and Analysis Report contain certain statements relating to the future and are therefore forward-looking within the meaning of applicable securities laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statutes, market forces and other associated and incidental factors may, however, lead to variation in actual results.

For and Behalf of the Board of Directors
Koiya International Limited
Sd/-
Linta Purayidathil Jose
Wholetime Director
DIN: 06413031
Sd/-
Omkar Mundhra
Director
DIN: 11148932
Date: September 04, 2026
Place: Chennai