Pro FX Tech Ltd Directors Report

1. Corporate Profile & Legacy

PRO FX Tech Limited, (formerly PRO FX Tech Private Limited), has been at the forefront of Indias premium audio-visual (AV) and automation industry since 2006. What began as a single store initiative in home audio has today evolved into a multi-vertical, multi-city business covering residential AV, corporate integration, automation solutions, and retail experience centers.

We are now Indian distribution partners for globally recognized audio brands such as Denon, Polk Audio, KEF, JBL, Revel, Definitive Technology, Theory Audio, Hegel, CHORD Company, Peavey, Sonodyne, Prism, CREST Audio, Nakymatone, PRO Audio Technology, among others. Our footprint extends across most Indian cities through an expansive dealer network, 28 service centers, experience centers in strategic markets, and over 140 dedicated team members.

PRO FX has been recognized internationally with the company receiving multiple awards and nominations, including CEDIAs Award for Best Distributor 2023. The company has evolved into a structured, professionally managed, and largely debt-free enterprise with a reputation for product excellence, service integrity, and innovation.

2. Financial Performance Overview

PRO FX Tech Limited has continued its consistent upward trajectory over the past three years. For FY 2025-26, the company recorded a consolidated revenue of 176.73 Cr, compared to 129.38 Cr in FY2024-25 and 110.48 Cr in FY 2024-25 marking continuous double digit growth. This growth reflects our ability to expand across segments while managing margins effectively.

Profit After Tax (PAT) also witnessed robust improvement, growing from 10.9 Cr in FY 2024-25 to 13.99 Cr in FY 2025-26, a cumulative growth of nearly 86% over the three-year period

Net worth increased significantly to 89.01 Cr by March 2026, up from 24.82 Cr in FY 2023-24, reflecting strong internal accruals and IPO proceeds. The company remains largely debt-free, borrowings stood Nil in FY 2025-26, substantially down from 2.05 Cr in FY2024-25 and a nominal 3.82 Cr in FY 2023-24.

	Mar 26	Mar 25	Mar 24
Revenue	176.73	129.38	110.48
PAT	13.99	10.90	7.52
Net Worth	89.01	36.92	24.82
Reserves & Surplus	71.51	24.05	11.95
Total Borrowings	-	2.05	3.82

3. Business Segment Review

a. Distribution

Given the geographical and cultural diversity of India, it will always be a challenge for the company to directly interact with end customers across the country, accordingly, PRO FX chose to scale up its distribution business and sell through a select network of dealer partners. This remains our largest vertical, anchored by long-standing brand partnerships and an expanding dealer network. The addition of Hegel, a Norwegian premium amplifier brand, to our portfolio in FY 2025-26 further reinforced our positioning in the two-channel stereo and hi-fi segment.

b. Retail

Our world-class Experience Centres, called PRO FX Experia in cities like Bangalore and Coimbatore continue to offer immersive demonstrations of our premium offerings and this in turn has helped us attract a significant number of ultra-high net worth individuals as our customers for home theatre, hi-fi and home automation. In addition, PRO FX has retail stores in select cities. We plan to upgrade our stores in all Metros into Experia stores starting with Mumbai, Kochi, and Chennai in Phase 1 followed by more stores in the next year.

c. Projects & Integration

PRO FX has created a name for itself in designing and executing bespoke projects such as experience centres, auditoriums, conference rooms, educational facilities, retail stores, training centres, etc. The Company has delivered several high-profile projects in FY26 including:

• A one-of-a-kind Experience Centre for Adani Group near the Desert of the Rann of Kutch, Gujarat part of the worlds largest solar power plant

• Manipal University, Bangalore complete AV deployment across smart classrooms, seminar halls, and auditoriums

• Multiple HNI residences featuring automation, home theatres, and distributed audio

4. Strategic Highlights of FY-26

The financial year 2025-26 was a pivotal one for PRO FX, marked by several significant achievements that underscore our strategic clarity and execution capability. Foremost among these was our successful Initial Public Offering (IPO), which was oversubscribed 25 times. This remarkable response from institutional and retail investors is a powerful affirmation of the markets confidence in PRO FXs business model, leadership, and future potential.

The Company has also deepened its brand portfolio during the year. The inclusion of Hegel, a premium Norwegian amplifier brand, significantly strengthens our offering in the two-channel hi-fi audio space. Additionally, we secured the regional rights for BenQ projectors in the Mumbai territory?a strategic move that complements our expanding presence in the visual segment of AV. Our corporate AV vertical witnessed robust traction this year, with increasing enquiries, successful project execution, and strong word-of-mouth referrals positioning it as a key revenue and margin driver for the years ahead.

5. Industry Landscape & Market Opportunity

The Indian premium AV market is undergoing a transformation driven by macroeconomic shifts, lifestyle upgrades, and digital consumption trends. Indias rising affluence?particularly in urban centers?has catalyzed an increase in demand for high-end home entertainment and smart living experiences. AV systems, once considered discretionary, are now becoming essential components of modern luxury homes.

Among the most defining trends is the surge in disposable income and aspirational consumption among Indias HNI and UHNI segments. With the expansion of premium housing, developers and homebuyers are actively seeking audio-visual environments that complement high-end architecture. This trend is especially visible in metros and is beginning to spill over into Tier 2 cities. The proliferation of streaming platforms, online gaming, and work-from-home arrangements further amplify the relevance of immersive AV environments.

Indias home theatre market is currently valued at USD 457.9 million (2024) and is projected to grow to USD 2.18 billion by 2033, representing a CAGR of nearly 19%.* Concurrently, premium housing now accounts for 62% of total residential sales in India, signifying the scale of the target market.*

*Sources: IMARC Group, Times of India

6. Risk Management

The Company operates in a globalized and import-dependent industry, which makes it susceptible to shifts in international trade dynamics and macroeconomic volatility. FY2025-26 witnessed several supply chain disruptions triggered by evolving US tariff policies and realignments in Asian manufacturing hubs. Brands were forced to alternate between factories in China, Vietnam, Indonesia, and Thailand, resulting in inconsistencies in supply cycles and logistics.

Currency fluctuations also posed challenges, particularly in pricing predictability and inventory planning. The persistent presence of grey market operators and unauthorized importers further complicated competitive pricing, often undermining value-based selling by diluting brand equity.

Despite a softer trend in the residential real estate market, our positioning in the premium segment helped us retain momentum. We mitigate these risks through a multi-pronged approach: diversified sourcing strategies, improved inventory buffers, transparent pricing practices, and strict channel discipline. Our relationships with brand principals remain strong and continue to provide us with the agility to navigate dynamic business environments.

7. Outlook & Future Strategy

Looking ahead to FY 2026-27 and beyond, PRO FX will continue to sharpen its strategic focus on scalable growth opportunities. The Company has set an ambitious but achievable revenue growth target, supported by demand in both the residential and commercial segments.

The corporate AV sector will be a core pillar of this growth, as we deepen our penetration into boardrooms, training centers, retail environments, and educational institutions. PRO FX is investing in talent, training, and tools to scale this vertical to the next level. On the retail front, we are working on launching new state-of-the-art Experience Centres in Mumbai, Kochi, and Chennai, which will set new benchmarks for immersive technology retail.

We also see significant scope for expanding our brand partnerships, particularly in the domains of smart automation, LED video displays, and bass- centric solutions. Internally, our emphasis remains on data-led decision-making, customer-centric innovation, and a culture of executional excellence.

To support this growth and drive internal operational efficiency, the Company has also begun the phased implementation of SAP ERP across its core business units. Once completed, this initiative will enable tighter control over inventory, procurement, project management, and financial reporting. It will also provide real-time management MIS and enhance decision-making across the organization, laying a strong digital foundation for future scalability.

8. Service Leadership

As on July 2026, PRO FX has grown its team strength to over 140 employees across India. This includes specialized personnel in sales, project management, design, and field support. Recognizing the critical role of service in building brand equity, we have consistently invested in enhancing our service capabilities.

Our PAN India service infrastructure comprising 28 service centers offers a robust after-sales network that covers nearly every major city. What truly differentiates us, however, is our ability to perform advanced SMD-level servicing in-house, eliminating delays, improving cost efficiencies, and boosting customer satisfaction. Our technicians undergo regular training and certification, ensuring that we maintain the highest standards of service professionalism.

We at PROFX view our service operations not merely as support functions but as key enablers of long-term customer retention and brand loyalty. With increasing complexity in AV and automation systems, the ability to offer dependable, rapid-response service has become a key competitive advantage one that PRO FX is well-positioned to deliver.

Dear Esteemed shareholders,

Your directors have pleasure in presenting the 20th Annual Report together with the Audited Statement of Accounts of your Company for the financial Year ended March 31, 2026.

Summary of Financial Performance

The Companys financial performance for the financial year ended March 31, 2026:

(Rs. in lakhs)

Particulars	Year ended
	31.03.2026	31.03.2025
Net Sales and other income	17,777.17	13,005.42
Total operating Expenses	15,764.16	11,350.47
Profit / (Loss) before Tax	1,645.95	1,645.95
Deferred Tax charge /(Credit)	495.96	430.56
Profit after Tax	1,525.71	1,219.91
EPS - Basic	9.28	9.51
- Diluted	9.28	9.51

2. State of Affairs / Highlights:

I. The Company is engaged in the business of providing premium audio-visual (AV) and automation solutions for both residential and corporate customers. Its offerings include home theatre systems, automation services, end-to-end AV solutions for corporate spaces, and digital signage solutions. Through showrooms and experience centres, it showcases products such as projectors, amplifiers, processors, speakers, LED displays, automation controllers, and interactive displays, supported by strong partnerships with leading AV brands and a skilled technical team.

II. There has been no change in the business of the Company during the financial year ended March 31, 2026.

3. Share capital

The paid-up Equity share capital of the company as on 31st March 2026 stood at Rs.175.04 Lakhs comprising 1,75,03,686 equity shares of Rs.10/- each fully paid up. None of the directors hold any instruments which are convertible into equity shares of the company.

The provisions of Rule 4(4) of Companies (Share capital and Debentures) Rules 2014 are not applicable to the company since no equity shares have been issued by the company with differential voting rights during the Financial year 2025-26.

4. Credit Rating

The Current Exposure does not mandate the Company to have Credit Rating as prescribed by RBI/SEBI.

5. Remuneration to Employees, Directors and Key managerial Personnel

There are no employees drawing remuneration in excess of the limits as prescribed in Section 197(12) of the Act, read with Rule 5(1) of the companies (Application and Remuneration of Managerial Personnel) Rules, 2014 and hence no statement is attached therewith.

6. Policy on Directors Appointment and Remuneration

The Policy on Directors appointment and remuneration is to follow the criteria as laid down under:

a. The Companies Act, 2013

b. PRO FX Code of Conduct for Board of Directors and Senior Management Personnel.

c. Subject to SEBI (Listing & Disclosure Obligations and Disclosure Requirements) Regulations, 2015.

d. Good Corporate Practices

Emphasis is given to appointing persons on the board who are from diverse fields and professions.

Guiding policy on remuneration of Directors, Key Managerial Personnel and Employees of the company is that:

a. Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and workmen is industry-driven and takes into account their performance and to attract and retain quality talent.

b. For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed there in, Circulars and Guidelines issued by the Central Government and other authorities, from time to time.

Directors:

Category	Name of the Director
Executive Directors	Mr. Manmohan Ganesh
	Mr. A M S Joekumar
Non-Executive Directors	Ms. Shreya Nambiar
	Mr. Abhay Maheshwari
Non-Executive - Independent Directors	Mr. Alokeshwar Sen
	Mr. Vishal Jhanwar

The composition of the Board is in line with the requirements of the act and listing regulations. AH Directors have vast knowledge and experience in their relevant fields and the company has benefited immensely by their presence on the Board.

7. Changes in Directors and Key Managerial Personnel (KMP) during the FY 2025-26

a. During the year under review Mr. Abhay Maheshwari was appointed as the non-executive director on 11th August 2025.

b. Woman Director

In terms of provisions of Section 149 of the Act and Regulation 17(1)(a) of the listing regulations, the company needs to have at least one- woman director on the board. The Company has Ms. Shreya Nambiar as a non-executive woman director on the board.

c. Director retiring by rotation

Pursuant to the provisions of the Act, Mr. A M S Joekumar, a Whole-Time director, is Liable to retire at the forthcoming Annual Meeting, is eligible and has offered himself for re-appointment. Based on the performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board recommends his re-appointment.

d. Declaration of Independence by the Independent Directors

The Company has two independent directors as on 31st March, 2026. Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Mr. Vishal Jhanwar and Mr. Alokeshwar Sen were the Independent Directors of the company as on 31st March, 2026 and have made a declaration to the Company confirming the compliance of the conditions stipulated in the aforesaid section. The said declarations were placed at the board meeting held on 15th May 2026.

h. Details of Committee of Directors

Committees	Name of the Director	Designation
Audit	Mr. Vishal Jhanwar	Chairman
	Mr. Alokeshwar Sen	Member
	Mr. Manmohan Ganesh	Member
	Mr. Abhay Maheshwari	Member
Nomination & Remuneration	Mr. Alokeshwar Sen	Chairman
	Mr. Vishal Jhanwar	Member
	Ms. Shreya Nambiar	Member
	Mr. Abhay Maheshwari	Member
Stakeholders Relationship	Mr. Alokeshwar Sen	Chairman
	Mr. AMS Joekumar	Member
	Mr. Manmohan Ganesh	Member
	Mr. Abhay Maheshwari	Member
Corporate Social Responsibility	Mr. Manmohan Ganesh	Chairman
	Mr. Alokeshwar Sen	Member
	Mr. AMS Joekumar	Member
	Mr. Abhay Maheshwari	Member

i. Key Managerial Personnel

Mr. Manmohan Ganesh, Managing Director, Mr. A M S Joekumar, Chief Financial Officer (CFO) and Mr. Anand Kumar, Company Secretary & Compliance Officer are the Key Managerial personnel of the Company pursuant to Section 203 of the Companies Act, 2013.

a. Meetings of Board of Directors:

The Board of Directors has met 11 (Eleven) times and Independent Directors once during the financial year 2025-26. The details are as follows:

Sr.no	Date of Board meeting	Sr.no	Date of Board meeting
1	16-Apr-2025	7	14-Jul-2025
2	31-May-2025	8	11-Aug-2025
3	06-Jun-2025	9	10-Nov-2025
4	19-Jun-2025	10	21-Jan-2026
5	25-Jun-2025	11	28-Jan-2026
6	01-Jul-2025

8. Web Link of Annual Return, If Any:

The Company is having website i.e. https://profx.com and annual return of Company has been published on such website. Link of the same is given below: https://profx.com/investors

9. Details in Respect of Fraud:

During the year under review, there are no instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013 which is evidenced by the Statutory auditors in this report.

10. Boards Comment on the Auditors Report:

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self- explanatory and do not call for any further comments explanation to qualification/adverse report of auditors are addressed in.

11. Material Changes and Commitments:

There have been no material changes and commitments which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

12. Details of Significant and Material Orders passed by the Regulators, Courts and Tribunals:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

13. Contracts and Arrangements with Related Parties:

The particulars of every contract or arrangement entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto are disclosed in Form AOC- 2, which forms part of the annual report.

14. Compliance with Secretarial Standard:

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Meeting of Shareholders AGM i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India and approved by Central Government under Section 118(10) of the Companies Act, 2013

15. Particulars of Loans and Investment:

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

16. Transfer to Reserve

During the year under review, the company has transferred Rs.7150.89 lakhs to Reserves & Surplus

17. Dividend

In order to conserve reserves, your directors have not recommended any dividend on equity shares of the company for the FY 2025-26.

18. Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo:

A. Conservation of Energy, Technology Absorption

Conservation of energy is of utmost significance to the Company. Operations of the Company are not energy intensive. However, every effort is made to ensure optimum use of energy by using energy- efficient computers, processes and other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.

The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities. Steps taken by company for utilizing alternate sources of energy: NIL Capital investment on energy conservation equipment: NIL

B. Foreign Exchange earnings and Outgo

Earnings	NIL
Outgo	USD 75,91,622/-
	EUROS 81,372/-
	GBP 20,827/-

19. Risk Management Policy

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the company and its mitigation process/measures have been formulated in areas such as business, project execution, dg event, financial, human, environment and statutory compliance.

20. Prevention of Sexual Harassment of Women at Workplace ["POSH"]:

Our Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavors to create and provide an environment that is free from any discrimination and harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees (whether permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of gender) and lays down the guidelines for identification, reporting and prevention of undesired behavior. The Company has duly constituted internal complaints committee as per the said Act.

During the financial year ended March 31,2026, there was no complaints recorded pertaining to sexual harassment.

21. Details of Subsidiary, Joint Venture or Associate Companies:

The company does not have any Subsidiary, Joint venture or Associate Company as on 31st March 2026, However, Form AOC-1 is attached as annexure for information of members.

22. Internal Financial Control:

The Company has in place adequate internal financial controls with reference to financial statements. During the financial year, such controls were tested and no reportable material weakness in the design or operation was observed.

23. Auditor:

Statutory Auditors

As per the provisions of Section 139, 141 of the Companies Act, 2013 and rules made thereunder (hereinafter referred to as "The Act"), the Company at its 18th Annual General Meeting(AGM) held on 28/09/2024 approved the appointment of M/s. MKUK & Associates, Chartered Accountants (FRN 0501138) as Statutory Auditor for a period of 5 years commencing from 18th AGM till the conclusion of the 22nd AGM to be held in the year 2029.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules made thereunder; the company had appointed Madhwesh Prathap & Associates, Practicing Company Secretaries (FRN.No P2025KR103400) as Secretariat auditors for the period 2025-26 to 2029-30 to undertake the Secretarial Audit of the Company.

Internal Auditor

Pursuant to the provisions of Section 138(1) of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, M/s T Velupillai & Co, Chartered Accountants, Bangalore have been appointed as the Internal Auditors of the Company.

24. Directors Responsibility Statement:

The Directors would like to inform the Members that the Audited Accounts for the financial year ended March 31, 2026, are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors, M/s. MKUK & Associates, Chartered Accountants (FRN 0501138). The Directors further confirm that: -

a) In the preparation of the annual accounts for the year ended March 31, 2026 the applicable accounting standards read with requirements set out under 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 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 at March 31, 2026 and of the profit 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. Deposits

The company has not accepted any deposits during the financial year under review.

26. Corporate Social Responsibility:

Pursuant to the provisions of Section 135 read with Schedule VII to the Act, the company has constituted a CSR Committee which reviews and recommends inter-alia (a) the policy on Corporate Social Responsibility (CSR) including changes thereto. (b) Annual CSR Activity plan (c) CSR projects or programmes for implementation by the company as per its CSR policy. In accordance with the applicable provisions of Section 135 of the Act and CSR policy of the company, the company contributes 2% of average net profits made during the preceding three financial years.

The brief outline of the Corporate social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the formats prescribed in the Companies (CSR Policy) Rules, 2014 are set out in Annexure-2 to this Report. The CSR Policy is available on Companys Website URL:https://profx.com

27. Cost Records

As per section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is not required to maintain cost records.

28. Statement on Declaration from Independent Directors:

The Company has received necessary declarations from all Independent Directors of the Company in accordance with the provisions of Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

29. Establishment of Vigil Mechanism/Whistle Blower Policy:

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and it powers) Rules, 2014, the Company has adopted Whistle Blower Policy/Vigil Mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct. It also provides for adequate safeguards against victimization of directors /employees who avail of the Mechanism.

The Company affirms that access to the Audit Committee was denied. To ensure proper functioning of the mechanism, the Audit Committee of the Company, on a quarterly basis, takes note of such instances and records the same for review and oversight.

30. Particulars of Employees, Directors and Key Managerial Person:

The disclosure details required under the provisions of Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration) Rules, 2014 as amended, on remuneration related information of employees, Key Managerial Personnel and Directors are annexed herewith and forms part of the report. (Annexure-4)

31. Management Discussion and Analysis:

The Management Discussion and Analysis Report for the year under review, forms part of the Directors Report.

32. Corporate Governance:

The Company has adopted best corporate practices and is committed to conducting its business in accordance with the applicable laws, rules and regulations. The Companys Corporate Governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of Integrity in decision making. A report on corporate governance has been attached as separate section which forms part of this report.

33. Formal Annual Evaluation of the performance of the Board, its Committees & of Individual Directors

The Board of Directors have evaluated the performance of all Independent Directors, Non-Independent Directors and its Committees. The Board deliberated on various evaluation attributes for all directors and after due deliberations made an objective assessment and evaluated that all the directors in the Board have adequate expertise drawn from diverse industries and business and bring specific competencies relevant to the Companys business and operations. The Board found that the performance of all the Directors was quite satisfactory.

The Board also noted that the term of reference and composition of the Committees was clearly defined. The Committee performed their duties diligently and contributed effectively to the decisions of the Board.

The functioning of the Board and its committees was quite effective. The Board evaluated its performance as a whole and was satisfied with its performance and composition of Independent and Non-Independent Directors.

34. Proceedings pending under the Insolvency and Bankruptcy Code,2016

During the financial year under review, there were no applications made or any proceedings pending against or by the Company under the insolvency and Bankruptcy Code, 2016.

35. Compliance with the Maternity Benefit Act, 1961

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

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

36. Difference in Valuation:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence 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 I nstitutions along with the reasons thereof is not applicable.

37. Other Statutory Disclosures:

Your directors state that no disclosure or reporting is required with respect to the following items as there were no transactions related to these items during the year under review,

1. Issue of equity with differential rights to dividend voting otherwise.

2. Issues of sweat equity shares

3. Provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

4. 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 there of

5. Receipt of any remuneration or commission by the Managing Director of the company from its subsidiary company

38. Acknowledgments

Your directors place on the record their appreciation of the Contribution made by employees, consultants at all levels, who with their competence, diligence, solidarity, co-operation and support have enabled the Company to achieve the desired results.

The board of Directors gratefully acknowledge the assistance and co-operation received from the Central and State Governments Departments, Shareholders and Stakeholders.

	For and on behalf of the Board of Directors
	Manmohan Ganesh
10th August 2026	Managing Director
Bengaluru	DIN: 00886018