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Sattrix Information Security Ltd Directors Report

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Nov 2, 2026|01:07:00 PM

Sattrix Information Security Ltd Share Price directors Report

To,

The Members of the Company,

M/s. Sattrix Information Security Limited

Your directors take pleasure in presenting 13th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2026.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY

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

(Amt. In Lakhs)

Particulars Standalone Consolidated
2025-26 2024-25 2025-26 2024-25
Revenue from Operation 5,876.41 4,392.09 6,083.44 4,463.17
Other Income 73.55 43.28 94.09 43.58
Total Revenue 5949.95 4,435.37 6177.53 4,506.75
Other Operative and 4591.14 3710.86 4896.04 3801.9
Administrative Expenses
Depreciation & Amortization 142.97 116.80 156.34 116.80
Expenses
Total Expenses 4734.11 3827.66 5052.38 3,918.70
Profit Before Extraordinary 1215.84 607.71 1125.15 588.05
Items
Extraordinary Items - - - -
Profit Before Tax 1215.84 607.71 1125.15 588.05
Tax Expenses
(a) Current Tax (314.72) (155.00) 266.14 155.00
(b) Deferred Tax 1.79 (11.31) (31.96) (11.31)
?Short Provision (19.53) (17.13) (19.53) (17.13)
Profit /(Loss) for the Year 883.39 424.27 807.53 404.61
Basic and diluted earnings 11.90 6.57 11.10 6.27
per equity share

Notes: a. The above figures are extracted from the audited financial statements prepared as per

Indian Generally Accepted Accounting Principles (GAPP). b. Equity Shares are at Face Value of Rs. 10 per share. c. During the FY 2025–26, the Company allotted 4548379 equity shares of Rs.10 each at an issue price of Rs.347 per equity share under a share swap arrangement as consideration other than cash. The shares were issued pursuant to the share swap arrangement with the shareholders of Sattrix Software Solutions Private Limited at a swap ratio of 379:1.

2. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/ STATE OF COMPANYS AFFAIR

The Company is engaged in the business of Information security and cyber security services. It has a presence across global including the UAE, USA and Malaysia. During the year 2025-2026, the Companys operations, continued to be satisfactory. During the year under review, total Revenue of the Company stood at Rs. 5876.40 Lakhs compares to Rs. 4,392.08 Lakhs in the previous year and from Rs. 6083.43 Lakhs compares to Rs. 4463.16 Lakhs on standalone and consolidate basis respectively.

3. DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

4. CHANGES IN SHARE CAPITAL

During the year under review, the Company increased its Authorised Share Capital from 7,50,00,000 (Rupees Seven Crore Fifty Lakh Only), divided into 75,00,000 Equity Shares of 10 each, to 30,00,00,000 (Rupees Thirty Crore Only), divided into 3,00,00,000 Equity Shares of 10 each. The requisite approval of the Members was obtained at the General Meeting held on 29th November, 2025.

Further, during the year, the Company allotted 45,48,379 Equity Shares of 10 each at an issue price of 347 per Equity Share under a share swap arrangement, for consideration other than cash. The allotment was made pursuant to the acquisition of shares of Sattrix Software Solutions Private Limited from its shareholders at a share swap ratio of 379:1.

Consequent to the above allotment, the issued, subscribed and paid-up share capital of the Company as on 31st March, 2026 stood at 11,34,83,790 (Rupees Eleven Crore Thirty-Four Lakh Eighty-Three Thousand Seven Hundred Ninety Only), comprising 1,13,48,379 Equity Shares of 10 each, as against 6,80,00,000 (Rupees Six Crore Eighty Lakh Only), comprising 68,00,000 Equity Shares of 10 each as on 31st March, 2025.

As on 31st March 2026, 100% of the Companys Equity Shares were held in dematerialised form and were available for trading only in electronic mode.

The Company has not issued any Equity Shares with differential voting rights, sweat equity shares, employees stock option and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debenture) Rules, 2014 and Section 62 of Companies Act, 2013.

5. RESERVES

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account.

6. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the Financial Year 2025-26 have been prepared in Compliance with applicable Accounting Standards issued by the Institute of Chartered Accountants of India and on the basis of audited Financial Statements of the Company, its subsidiary Company, as approved by the respective Board of Directors. The Consolidated Financial Statements together with the Auditors Report form part of this Annual Report.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Annexed to this report as Annexure I

8. DETAILS OF HOLDING/SUBSIDIARY COMPANIES/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, the Company has following subsidiary:

Sr. No. Name, Address of Companies & CIN/GLN Holding/ Subsidiary/ Associate/ Joint Venture % of Shares held Applicable Section
1. Sattrix Information Security Inc Address: Wholly Owned 100 Section
8 THE GREEN STE B DOVER DE- 19901 Subsidiary 2(87)
State: Delaware, City: Dover County: Kent
Company (EIN): 30-1232695
2. Sattrix Information Security FZCO Wholly Owned 100 Section
(formerly known as Sattrix Information Security DMCC, with effect from 4th June 2026) Subsidiary 2(87)
Address:
Unit No. 4405-28-D14, Mazaya Business
Avenue BB2, Plot No: JLTE-PH2-BB2,
Jumeirah Lakes Towers, Dubai, UAE
Company Registration No.: DMCC139546
3. (*)Sattrix Information Security SDN BHD Joint Venture 51 Section
Address: 2(6)
NO. 64, PERSIARAN 65C, PEKELILING BUSINESS
CENTRE, 53000
KUALA LUMPUR W.P. KUALA LUMPUR MALAYSIA
Company Registration No.: 202401050057
(1595901T)

9. SUBSIDIARY AND ASSOCIATE OF THE COMPANY

A Separate statement containing the salient features of financial statements of subsidiary of the Company in the prescribed Form AOC-I forms a part of consolidated financial statements in compliance with Section 129(3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 5 of the Companies (Account) Rules, 2014. The said form also highlights the financial performance of the subsidiary company included in the consolidated financial statements of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014. Form AOC-1 is given in

Annexure II.

10. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review there was no change in nature of Business of Company, and no changes were made to Main Object of Memorandum of Association.

11. DIVIDEND & DIVIDEND DISTRIBUTION POLICY

The Board of Directors of the Company has not recommended any dividend for the year. In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, the Company is not required to prepare Dividend Distribution Policy.

12. TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account.

13. ANNUAL RETURN

In accordance with the provisions of the Act, the Annual Return of the Company for the year ended 2025-26 is hosted on website of the Company at: www.sattrix.com.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Contracts or arrangements with related parties referred to under Section 188 of the Act, entered into during the year under review, were on an arms length basis. The details with respect to material contracts or arrangements with related parties were entered into during the year under review and has been provided in the Annexure III of the Board Report and being reported in form AOC -2 in terms of section 134 of the Act.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review neither any loans nor any guarantees were extended to Company in which Directors are interested, which were covered under Section 186 of the Companies Act 2013. Further, during the year under review, the Company made an investment in Sattrix Software Solutions Private Limited by acquiring 45,48,379 equity shares at a price of 347 per share. The Company also holds investments in its subsidiaries/overseas entities, comprising 11,70,670 in Sattrix Information Security DMCC, 1,42,185 in Sattrix Information Security Inc., and 1,093 in Sattrix Information Security SDN BHD.

16. STATEMENT REGARDING THE DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has not developed and implemented any risk management policy as the risk threatening the business activity carried out by the Company during the year are minimal.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

To significant or material order was passed during the year under review by any regulators, courts or tribunals impacting the going concern status of the Company or its future operations. The Company has not filed any application or no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

18. MATERIAL CHANGES AND COMMITMENTS 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 between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

19. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under this policy. During the year under review, the Company did not receive any complaint.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Composition of Board & Board Meetings

The Board of Directors of the Company has an optimum combination of Executive, Non-Executive and Independent Directors, ensuring an appropriate balance of governance and management. As on 31st March, 2026, the Board comprised 5 (Five) Directors, consisting of 2 (Two) Executive Directors (including 1 (One) Woman Director), 2 (Two) Non-Executive Independent Directors and 1 (One) Non-Executive Non-Independent Director. The Chairman of the Board is the Managing Director of the Company.

During the financial year under review, the Board of Directors met 12 (Twelve) times. The details of the Board Meetings held during the year are as follows:

1. 20th May, 2025

2. 29th May, 2025

3. 14th August, 2025

4. 28th August, 2025

5. 2nd September, 2025

6. 25th September, 2025

7. 31st October, 2025

8. 11th November,2025

9. 12th December, 2025 10. 15th December, 2025 11. 10th February, 2026 12. 12th March, 2026

The Composition, category and attendance of each Director at the Board and Annual General Meeting of each Director is as follows:

Name of the Director DIN Category of Directorship No. of Board Meeting Entailed to attended No. of Board Meetings attended Attendance at the Last AGM (26.09.2025)
Mr. Sachhin K Gajjaer 06688019 Managing Director 12 12 Yes
Mrs. Ronak S Gajjar 07737921 Whole Time Director (Women Director) 12 12 Yes
Mr. Aashish K Parekh (Appointed on 23.09.2023 and Resigned on 27.08.2025) 00054785 Independent Director 3 3 No
Mr. Abhishek M Binaykia (Appointed on 23.09.2023) 10289723 Independent Director 12 8 Yes
Mr. Darshil Shah (Appointed on 14.08.2025) 09013533 Independent Director 9 9 Yes
Mr. Mayur D Rathod (Appointed on 23.09.2023) 10289724 Non-Executive Director 12 5 Yes

ii. Inductions

During the year under review, Mr. Darshil Shah (09013533) was appointed as an Independent Director of the Company with effect from 14th August, 2025.

iii. Cessations

During the year under review, Mr. Aashish K. Parekh (00054785) resigned from the office of Independent Director of the Company with effect from 27th August, 2025.

iv. Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 and Companies Articles of Association, Mr. Mayur D Rathod (DIN 10289724), Non-Executive director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. The Board recommends his re-appointment. The necessary resolution for his re-appointment is placed before the shareholder for approval.

v. Familiarization Program of Independent Directors

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Companys procedures and practices. The Company endeavors, through presentations at regular intervals, to familiarize the Independent

Directors with the strategy, operations and functioning of the Company and also with changes in the regulatory environment having a significant impact on the operations of the Company and the industry as a whole. During the year 2025-26, the Company has conducted 1 program for familiarizing the Directors for a total duration of 2 hours.

vi. Profile of Directors seeking appointment / reappointment

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Director retiring and seeking reappointment and appointment at the ensuing Annual General Meeting is annexed to the notice.

vii. Key Managerial Personnel

As on the date of this report, the following persons are the Key Managerial Personnel(s) of the Company: a. Mr. Sachhin Kishorbhai Gajjaer, Chairman & Managing Director b. Mrs. Ronak Gajjar, Whole-Time Director and Chief Financial Officer c. Mr. Pushpendra Kushwaha, Company Secretary & Compliance Officer

viii. Declaration from Independent Director

All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as prescribed under the Section 149(6) of the Companies Act, 2013 read with the rules made there under and in the opinion of the Board, the Independent Directors meet the said criteria.

During the year under review the Independent Directors duly met pursuant to the provisions as specified in Schedule IV of the Companies Act, 2013 and the quorum was present throughout the meeting.

21. COMMITTEES

a. AUDIT COMMITTEE

The Audit Committee is duly constituted in accordance Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations 2015.

The Audit Committee was originally constituted on 09/11/2023.

During the year under review, the Audit Committee was reconstituted pursuant to the resignation of Aashish H Kashiparekh from the office of Independent Director with effect from 27th August, 2025. Consequent upon such reconstitution, Mr. Darshil Shah, Independent Director, was inducted as a Member of the Audit Committee.

The Company Secretary acts as the Secretary to the committee and the Committee Members are:

Name Category & Position No. of Meetings held No. of Meetings attended
Chairman
Mr. Darshil Shah 05 05
(Independent Director)
Mr. Aashish H Kashiparekh 1 1
(Independent Director) Date of
Resignation - 27th August, 2025
Member
Mr. Abhishek M Binaykia 06 06
(Independent Director)
Mr. Sachhin K Gajjaer (Managing 06 06
Director)

Two third of the members are Independent Directors and all the members are financially literate. The composition, role, functions and powers of the Audit Committee are in line with the requirements of applicable laws and regulations. The Audit Committee shall oversee financial reporting process and disclosures, review financial statements, internal audit reports, related party transactions, financial and risk management policies, auditors qualifications, compliance with Accounting Standards etc. and oversee compliance with Stock Exchanges and legal requirements concerning financial statements and fixation of audit fee as well as payment for other services etc.

During the year under review 6 (Six) Audit Committee Meeting were held on 29/05/2025, 28/08/2025, 25/09/2025, 31/10/2025, 11/11/2025 & 10/03/2026.

b. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is duly constituted in accordance Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. The Nomination and Remuneration Committee was originally constituted on 09/11/2023.

During the year under review, pursuant to the resignation of Aashish H Kashiparekh from the office of Independent Director with effect from 27th August, 2025, the Nomination and Remuneration Committee was reconstituted by the Board. Consequently, Mr. Darshil Shah, Independent Director, was inducted as a Member of the Committee.

The Company Secretary acts as the Secretary to the committee and the Committee Members are:

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The said policy is available on the website of the Company (www.sattrix.com).

During the year under review 1 (One) NRC Committee Meeting was held on 14/08/2025.

c. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Board is duly constituted in accordance with the provisions of Section 178 of the Companies Act, 2013. The Committee functions in accordance with the terms of reference approved by the Board. The Stakeholders Relationship Committee was originally constituted on 9th November, 2023.

During the year under review, the Stakeholders Relationship Committee was reconstituted pursuant to the resignation of Mr. Aashish H Kashiparekh from the office of Independent Director with effect from 27th August, 2025. Consequent upon such reconstitution, Mr. Darshil Shah, Independent Director, was inducted as a Member of the Committee.

The Company Secretary of the Company acts as the Compliance Officer as well as the Secretary to the Committee. The composition of the Stakeholders Relationship Committee as on 31st March, 2026 and the attendance of the Members at the Committee Meetings held during the year are as under:

The Stakeholders Relationship Committee looks into shareholders complaints related to transfer of shares, non-receipts of balance sheet besides complaints from SEBI, Stock Exchanges, Court and various Investor Forums. It oversees the performance of the Registrars and Transfer Agent and recommends measures for overall improvement in the quality of investor services. The Company is in compliance with SCORES, which has initiated by SEBI for processing the investor complaints in a centralized web-based redress system and online redressal of all the shareholders complaints.

During the year under review 1 (One) Stakeholders Relationship Committee Meeting was held on 10/03/2026.

However, on 28th September 2025, the Company received a complaint from Mr. Anand Patel through the Companys official email ID regarding the acquisition of Sattrix Software Solutions Private Limited by Sattrix Information Security Limited through a share swap arrangement. The Company duly considered and took note of the complaint and provided an appropriate response to the same in a timely manner.

During the year under review no grievances were received based on the reports from Bigshare services private limited.

d. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility committee is constituted in accordance with Section 135 of the

Companies Act, 2013 read with applicable rules as amended from time to time. The members of the committee are as follows: The meeting of Corporate Social Responsibility was held on 28.08.2025.

Name Category & Position No. of Meetings held No. of Meetings attended
Chairman
Mr. Sachhin KishorBhai Gajjaer 01 01
(Managing Director)
Member
Mr. Darshil Shah 01 01
(Independent Director)
Ms. Ronak S Gajjar (Whole 01 01
Time Director)

22. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and other matters forms part of report on Corporate Governance. The detailed policy is available on the Companys website at: www.sattrix.com.

23. DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors report that: a. in the preparation of the section annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. it has selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period. c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the annual accounts are prepared on a going concern basis; e. proper internal financial controls are in place and that such internal financial controls are

adequate and are operating effectively; and f. systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

24. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as

Annexure IV. 25. AUDITORS

A. STATUTORY AUDITORS

M/s. A N Ruparel & Co, Chartered Accountants (Firm Registration No. 113413W), the present Statutory Auditors ("Auditors") of the Company. The Auditors were appointed as the Statutory Auditor of the Company to hold office for a period of 5 (five) years from the conclusion of 11th (Eleventh) Annual General Meeting of the Company till the conclusion of 16th (Sixteenth) Annual General Meeting of the Company. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report.

The Auditors Report for the financial year 2025-26 does not contain any qualification, reservation, adverse remark or disclaimer. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2025-26.

B. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204(1) of the Act read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Regulation 24A of the Listing Regulations, the Company has appointed M/s Govil Rathi & Associates, Company Secretary in Practice, to undertake Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2025-26 submitted by him in the prescribed form MR-3 forms part of this Annual Report as "Annexure-V".

There are no qualification, reservations or adverse remarks made by M/s Govil Rathi & Associates, Company Secretary in Practice as Secretarial Auditor of the Company, in their report.

C. COST AUDITORS

As the overall turnover from all the products and services was not more than Rs. 100.00 crores during the immediately preceding financial year 2025-26, the provisions in respect of Cost Audit are not applicable to the Company in terms of Rule 4 of the Companies (Cost Records and Audit) Rules, 2014.

D. INTERNAL AUDITOR

The Company has appointed M/s. M/s. Y K Shah & Associates, Chartered Accountants as Internal Auditor for the financial year 2025- 2026.

26. STATEMENT REGARDING THE DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has not developed and implemented any risk management policy as the risk threatening the business activity carried out by the Company during the year are minimal.

27. VIGIL MECHANISM

The Company believes in the conduct of its affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behavior in its employees & stakeholders. The Company has adopted a Whistle Blower Policy as a part of vigil mechanism.

Also, the Code of Business Conduct (Code) lays down important corporate ethical practices that shape the Companys value system and business functions and represents cherished values of the Company.

28. ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company has designed and implemented a process driven framework for Internal Financial Controls (‘IFC) within the meaning of the explanation to Section 134(5)(e) of the Act. For the year ended March 31, 2026, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weaknesses exist. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and / or improved controls wherever the effect of such gaps would have a material effect on the Companys operations.

During the year, no reportable material weakness was observed.

29. COMPLIANCE OFFICER

The Compliance Officer of the Company is Mr. Pushpendra Kushwaha who is the designated as Company Secretary of the Company with effect from 11th June 2026.

30. SECRETARIAL STANDARDS

During the year under review, the Company has generally complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

31. STATEMENT W.R.T. COMPLIANCE WITH THE PROVISIONS RELATING TO MATERNITY BENEFITS ACT,

1961

The Company is committed to ensuring a safe, supportive, and inclusive workplace for all women employees. All eligible women employees have been extended the benefits under the said Act, including maternity leave, nursing breaks, and other statutory entittlements as prescribed. Your Company has duly complied with the provisions of the Maternity Benefits Act, 1961, as amended from time to time. The Company continuously strives to maintain a work environment that upholds the rights and well-being of its women workforce in accordance with applicable laws.

32. INSURANCE

The properties such as machineries, furniture, fixtures, computers, stock etc. remained to be adequately insured.

33. APPLICATION AND PENDING PROCEEDING UNDER THE INSOLVENCY AND BANKRUTCY CODE, 2016

AND THEIR STATUS

There is no application made or any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

The particulars as prescribed under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure VI.

35. CSR Expenditure

During the year Company was required to spend an amount of Rs. 9,92,084/- towards CSR (Corporate Social Responsibility) and it has spent Rs. 15,67,000/- in Providing food items, Plantation and Medical, Gaushala and other social activities under Swattch Bharat Abhiyan which are covered under Section 135 read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The particulars relating to the Companys Corporate Social Responsibility activities and expenditure are provided in Annexure VII to this Report.

36. LISTING FEES

The equity shares of the Company are listed on of BSE and the Company has paid the annual listing fees for the year 2025-26.

37. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME

SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year under review, there was no instance of one-time settlement with any Bank/Financial Institution. Hence, the disclosure relating to difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks/Financial Institutions is not applicable to the Company.

38. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

The Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by the Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board members contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.

39. REGISTRAR AND SHARE TRANSFER AGENT

The Company has appointed Bigshare Services Private Limited as its Registrar and Share Transfer Agent and executed post IPO Agreement for availing its various services.

40. HUMAN RESOURCE

Your Company considers its Human Resource as the key to achieve its objective. Keeping this in view, your Company takes utmost care to attract and retain quality employees. Your Company appreciates the spirit of its dedicated employees.

41. COMMENT ON NOCLAR

During the year under review, the management has not come across any instance of non-compliance with applicable laws and regulations, nor has any such matter been reported by the senior professional accountants in service, except as disclosed elsewhere in this Report. The Company has duly complied with the applicable provisions and guidance relating to Non-

Compliance with Laws and Regulations (NOCLAR) as prescribed under the relevant regulatory framework.

42. ACKNOWLEDGEMENTS

The Board of Directors is grateful and wish to record its appreciation for the co-operation and support of the shareholders of the Company, Bankers of the Company, clients of the Company and all employees including the workers, staff and management and all others concerned with the Companys business.

Your Directors gratefully acknowledge the on-going support and co-operation provided by Central and State Government, Stock Exchange, SEBI, NSDL, CDSL and other regulatory bodies.

Date:- 26th August 2026 On behalf of the Board of Directors
Place:- Ahmedabad
Sd/- Sd/-
Sachhin Gajjaer Ronak Gajjar
Managing Director Whole Time Director & CFO
DIN: 06688019 DIN: 07737921

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This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.