Sigma Advanced System Ltd Directors Report

To, The Members,

Your Directors have pleasure to present their Report of your Company on the business and operations for the year ended 31 March 2026.

FINANCIAL HIGHLIGHTS:

(Rs in lakhs)

Particulars	Standalone		Consolidated
	For the year ended 31 March 2026	For the year ended 31 March 2025	For the year ended 31 March 2026	For the year ended 31 March 2025
Revenues from operations	15,764.16	10,735.60	49,187.74	10,735.60
Other Income	22,943.58	4,157.03	29,580.43	4,222.79
Expenditure	13,907.03	9,184.08	44,400.15	9,252.56
Finance cost	990.14	1,985.90	1,971.93	1,985.95
Depreciation	411.93	486.85	1,449.17	486.85
Operating profit/ (loss)	455.06	(921.23)	1,366.49	(989.76)
Profit before Exceptional items and Tax	23,398.64	3,235.81	30,946.92	3,233.03
Exceptional Items	0.00	0.00	(1,050.17)	0.00
Profit before tax	23,398.64	3,235.81	29,896.75	3,233.03
Less: Taxes	3,335.73	706.13	3,338.35	706.13
Profit after tax	20,062.91	2,529.67	26,558.40	2,526.90
Share of Profit /(Loss) of Associate	-	-	245.92	(3,925.36)
Profit/(Loss) for the period	20,062.91	2,529.67	26,804.31	(1,398.46)
Other Comprehensive Income/ (Loss)	13.29	5.68	54.02	5.68
Total Comprehensive Income	20,076.20	2,535.35	26,858.33	(1,392.78)
Share of Other Comprehensive Income from Associate			5.10	(702.36)
Total Comprehensive Income (includes Associates Comprehensive income)	20,076.20	2,535.35	26,863.43	(2,095.14)
Earnings per share (equity shares, par value Rs. 10 each)
Basic (Rs.)	11.38	1.44	15.21	(0.79)
Diluted (Rs.)	11.38	1.44	15.21	(0.79)

OVERVIEW:

During the financial year ended 31 March 2026, your company recorded Standalone Profit of Rs. 20,062.91 lakhs as compared to Rs. 2,529.67 lakhs for the financial year ended 31 March 2025. The consolidated profit was Rs. 26,804.31 lakhs during the current year as compared to Rs. (1,398.46) lakhs Loss in the previous year.

During the year under review, your Company has completed a transformational phase pursuant to the Scheme of Amalgamation ("Scheme") sanctioned by the Honble National Company Law Tribunal, Chennai Bench dated 16 December 2025, Sigma Advanced Systems Private Limited was amalgamated with Megasoft Limited. Consequent to the Scheme the appointed date is 01 April 2024 and the Scheme becoming effective from 31 December 2025

This strategic integration has established a unified aerospace and defence enterprise with end-to-end capabilities spanning design, engineering, precision manufacturing, systems integration and lifecycle support for mission-critical defence and aerospace applications. Your Company continues to strengthen its position as a trusted partner to defence forces, defence public sector undertakings, global original equipment manufacturers (OEMs) and international customers. With a diversified portfolio encompassing aerospace structures, precision engineering, avionics, naval systems, defence electronics, radar systems, communication systems and advanced manufacturing solutions, the Company remains focused on delivering high-quality, technology- driven products that support national security and global defence requirements.

The following are the significant changes with effect of Scheme:

Change of Name of the Company from Megasoft Limited to Sigma Advanced Systems Limited with effect from 12 January 2026

Change in Authorised Share Capital of the Company from Rs. 2,00,00,00,000 (Rupees Two Hundred Crore only) comprising 20,00,00,000 (Twenty Crore) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 2,50,00,00,000 (Rupees Two Hundred and Fifty Crore only) comprising 25,00,00,000 (Twenty Five Crore) Equity Shares of Rs. 10/- (Rupees Ten) each.

Indrajaal Drone Defence India Private Limited has become an Associate Company and lndorus Systems Private Limited has become the Subsidiary Company

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, your Company undertook significant strategic initiatives to strengthen its global presence, expand manufacturing capabilities and enhance its product portfolio, thereby reinforcing its long-term competitiveness and creating sustainable value for all stakeholders.

Accordingly, the principal business of the Company now comprises the design, development, engineering, precision manufacturing, systems integration and lifecycle support of aerospace and defence products and solutions.

TRANSFER TO RESERVES IN TERMS OF SECTION 134(3) (J) OF THE COMPANIES ACT, 2013

For the financial year ended on 31 March 2026 the Company transferred Rs. 26,804.31 lakhs (Consolidated) to Reserves & Surplus.

DIVIDEND

In view of the Company growth plans, the Board of Directors of the Company do not recommend any dividend.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

SHARE CAPITAL:

a. Authorised Share Capital

During the year under review the Authorized Equity Capital of the Company was increased pursuant to Scheme of Amalgamation, from Rs. 2,00,00,00,000 (Rupees Two Hundred Crore only) comprising 20.00.00.000 (Twenty Crore) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 2,50,00,00,000 (Rupees Two Hundred and Fifty Crore only) comprising 25.00. 00.000 (Twenty Five Crore) Equity Shares of Rs. 10/- (Rupees Ten) each.

b. Paid-up Share Capital:

During the year under review the paid-up equity capital of the Company was increased pursuant to Scheme of Amalgamation from Rs. 73,77,00,410 (Rupees Seventy Three Crores Seventy Seven lakhs Four Hundred Ten only) comprising of 7,37,70,041(Seven Crores Thirty Seven Lakhs Seventy Thousand and Forty one only) no. of fully paid Equity shares of face value of Rs. 10 (Rupees Ten only) each to Rs. 1,76,23,97,050 (Rupees One Hundred Seventy-Six Crores Twenty-Three Lakhs Ninety-Seven Thousand and Fifty only) comprising of 17,62,39,705 (Seventeen Crore Sixty-Two Lakhs Thirty-Nine Thousand Seven Hundred and Five Only) fully paid-up Equity Shares of face value of Rs. 10 (Rupees Ten only) each.

Your Company has not issued any shares with differential voting rights, sweat equity shares or bonus shares during the year under review and has not bought back any of its securities during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Company has received declarations from all the independent directors of the company confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and Schedule IV of the Companies Act, 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

During the financial year under review, the composition of the Board of Directors was in compliance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. During the year, the following changes took place in the composition of the Board:

1. Mr. Cheemarla Damodar Reddy (DIN: 01643638)

was appointed as Non-Executive, Non-Independent Director with effect from 22 December 2025 and was subsequently re-designated as Whole-time Director (Executive, Promoter Category) with effect from 14 February 2026 and subsequently received the shareholders approval on 20 March 2026

2. Lt. Gen. Raju Somashekar Baggavalli (DIN: 11482140) was appointed as Non-Executive, Independent Director with effect from 16 January 2026 and subsequently received the shareholders approval on 15 April 2026

3. Mr. Kartheek Raju Chintalapati (DIN: 02921819) was appointed as Non-Executive, Non-Independent Director with effect from 16 March 2026 and subsequently received the shareholders approval on 15 April 2026

4. Amb. Dr. Venkata Nagendra Prasad Thatipamula (DIN: 11499183) was appointed as Additional Director (Non-Executive, Independent) w.e.f. 16 March 2026 subsequently received the shareholders approval on 15 April 2026

BOARD MEETINGS:

The Board of Directors met Twelve (12) times during the financial year. Also, a separate meeting of Independent Directors as prescribed under Schedule IV of the Act, was held during the year under review. For details of the meetings of the Board and its Committees, please refer to the Corporate Governance Report forming part of this Report. The provisions of Companies Act, 2013 and Regulation 17(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Secretarial Standard - 1 issued by The Institute of Company Secretaries of India were adhered to in respect of meeting of Board of Directors of the company.

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the provisions of Secretarial Standard - 1 (Board Meetings) and 2 (General Meetings) issued by the Institute of Company Secretaries of India (ICSI) were adhered to while conducting the respective Meetings.

NOMINATION & REMUNERATION POLICY:

The Board had, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection

and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is available on the website of the company at https://sigmaadvsys. com/investors-services/corporate-governance/ and the terms of reference are given separately in the Corporate Governance Report, which forms an integral part of this Annual Report.

BOARD EVALUATION:

The Board, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, carried out an annual evaluation of its performance, the performance of individual Directors and the effectiveness of its committees. The evaluation process, including the criteria and methodology adopted, is described in the Corporate Governance Report, which forms an integral part of this Annual Report.

PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

The Nomination and Remuneration Committee has laid down the criteria for evaluating the performance of the Independent Directors in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The evaluation was based on various parameters, including participation and contribution in Board and Committee deliberations, commitment and attendance, application of knowledge, skills and expertise, integrity, experience and proficiency, exercise of independent judgment, safeguarding of confidentiality, adherence to ethical standards, and overall contribution towards effective corporate governance.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of section 134(3)(c) of the Companies Act, 2013:

i. in the preparation of the annual financial statements for the year ended 31 March 2026, the applicable accounting standards had been followed along with proper explanations relating to material departures, if any;

ii. the Directors 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 the end of the financial year and of the profit/loss of the company for the year;

iii. the Directors had 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;

iv. the Directors had prepared the annual accounts on a "going concern basis";

v. the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. 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.

SIGNIFICANT CORPORATE DEVELOPMENTS:

During the financial year under review, the following were the significant Corporate Developments:

Setting up of a Wholly Owned Subsidiary ("WoS") in the United Kingdom (UK). Pursuant thereto, the Company successfully incorporated its WoS under the name Sigma Advanced Systems UK Ltd on 18 July 2025

Sigma Advanced Systems UK LTD, had signed a Share Purchase Agreement for acquisition of 100% Stake (Shareholding) in Nasmyth Group Limited, UK on 27 October 2025 and the said acquisition was completed on 31 October 2025

The corporate office and the place of keeping the books of accounts and other relevant papers of the company was changed from "8^th Floor, Unit No. 801 B, Jain Sadguru Images Capital Park, Plot No. 1, 28 & 29, 98/4/1 to 13, Image Gardens Rd, Madhapur, Hyderabad, Telangana 500081 Telangana, India" to "Survey No 1/1, Plot No 24/A, Hardware Park, Srisailam Road, Kancha Imarat, Raviryala Village, Maheswaram Mandal, Hyderabad, 501510 Telangana, India w.e.f. 16 January 2026.

The Registered Office of the Company was changed from "No. 85, Kutchery Road, Mylapore, Chennai, Tamil Nadu, India, 600 004" to "No. 43/1 (#129 to #140), Prestige Palladium, 8^th Floor, Greams Road, Nungambakkam, Chennai, 600 006, Tamil Nadu, India" within the local limits of the city, w.e.f. 16 January 2026

The Share Subscription and Purchase Agreement for Investment / Acquisition of AS Strategic Private Limited was executed on 10 February 2026 and the same was completed after the end of Financial Year.

OUTLOOK:

A detailed discussion on the performance of the company, industry outlook, opportunities, risks and concerns, future outlook and strategy is given separately in the Managements Discussion and Analysis section, which forms a part of this annual report.

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

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are furnished below:

a) Conservation of Energy

The Company continues to focus on the efficient utilization of energy and natural resources across its operations. During the year under review, the Company undertook various initiatives to improve energy efficiency, optimize resource consumption and promote environmentally sustainable practices.

The key measures undertaken include:

Continuous monitoring and optimization of energy consumption across operational facilities.

Use of energy-efficient lighting systems, electrical equipment and utility infrastructure.

Preventive maintenance of plant, machinery and utilities to enhance operational efficiency and reduce energy losses.

Encouraging responsible energy consumption through operational controls and employee awareness initiatives.

The Company remains committed to adopting sustainable practices and continuously exploring opportunities for improving energy efficiency across its operations.

b) Technology Absorption

The Company continues to strengthen its technological capabilities through continuous innovation, adoption of advanced engineering practices and enhancement of its manufacturing processes. During the year, emphasis was placed on improving product quality, operational efficiency and engineering excellence through the adoption of modern technologies and process improvements.

The Company also continued to invest in employee training and skill development to facilitate effective utilization of new technologies and strengthen its research, design, engineering and manufacturing capabilities.

c) Foreign Exchange Earnings and Outgo

The details of foreign exchange earnings and outgo during the financial year under review are provided in Note No. 35 forming part of the Standalone Financial Statement

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013

All related party transactions entered into during the financial year under review were in the ordinary course of business and on an arms length basis. The Company did not enter into any materially significant related party transaction with its Promoters, Directors, Key Managerial Personnel or other related parties that could have a potential conflict with the interests of the Company or its stakeholders.

All related party transactions are placed before the Audit Committee for its review and approval in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board has, on the recommendation of the Audit Committee, adopted a Policy on Related PartyTransactions to regulate transactions between the Company and its related parties. The Policy is in compliance with the provisions of the Companies Act, 2013, the rules made thereunder and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. The said Policy is available on the Companys website https://sigmaadvsys. com/investors-services/corporate-governance/ .

The Details of related Party Transaction on arms length basis has been annexed as Annexure-1 appended hereto and which forms an integral part of this Annual Report

PARTICULARS OF LOANS, INVESTMENTS & GUARANTEE:

Your Company has passed a special resolution under Section 186 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder to make investments, give loans, guarantees and security up to a limit not exceeding Rs. 800 crores (Rupees Eight Hundred crores) over and above the aggregate of the paid-up capital and free reserves (that is to say, reserves, not set apart for any specific purpose) of the Company

Details of Loans, Investments and Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note no. 36 of the Notes forming part of the standalone financial statements of the company.

RISK MANAGEMENT:

The Company has established a comprehensive and proactive Risk Management Framework to identify, assess, monitor, and mitigate risks that may have an impact on its business operations, financial performance, or strategic objectives. The framework facilitates a systematic evaluation of risks based on their likelihood of occurrence and potential impact, thereby enabling the

Company to prioritize risks and implement appropriate mitigation measures in a timely manner.

While risk mitigation has always been an integral part of the Companys business practices, the increasing complexity of the business environment and evolving regulatory landscape have necessitated a more structured, consistent, and well-documented approach to risk management.

The primary objective of the Risk Management Framework is to strengthen the Companys resilience, safeguard stakeholder interests, support sustainable business growth, and ensure preparedness to effectively respond to emerging risks and uncertainties.

The Audit, Risk Management and Compliance Committee, chaired by Mr. Kalyan Vijay Sivalenka, oversees the Companys risk management processes. The Committee periodically reviews the risk matrix, assesses the adequacy and effectiveness of mitigation measures, and provides relevant updates and recommendations to the Board of Directors.

The Company remains committed to fostering a strong risk-aware culture across the organisation by enhancing risk awareness, strengthening internal processes, and continuously improving its risk identification, assessment, monitoring, and mitigation mechanisms

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has established a robust internal control framework comprising appropriate policies, processes, and procedures to safeguard its assets, ensure operational efficiency, maintain accuracy and reliability of financial reporting, and ensure compliance with applicable statutory, regulatory, contractual, and internal requirements.

The Audit Committee, in coordination with the Internal Auditor, periodically reviews the adequacy and effectiveness of the internal control systems. Identified gaps, if any, are appropriately evaluated and corrective measures are undertaken to strengthen the control environment.

INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference to financial statements. During

the year no material weakness in the design or operation was observed.

VIGILMECHANISM/WHISTLEBLOWERPOLICY:

The Company is committed to maintaining the highest standards of ethical conduct, integrity, transparency, and accountability across all levels of its operations. In furtherance of this commitment, the Company has established a formal Vigil Mechanism, also referred to as the Whistle Blower Policy, to provide a structured and confidential channel for employees and other stakeholders to report any actual or suspected instances of unethical conduct, misconduct, violation of applicable laws or regulations, or other activities that may adversely affect the interests of the Company.

The Vigil Mechanism is intended to foster an environment of openness and responsible reporting, wherein individuals are encouraged to raise genuine concerns in good faith without fear of retaliation, victimisation, intimidation, or harassment. The mechanism facilitates the appropriate review and investigation of reported concerns and supports the Company in ensuring that its business activities and conduct remain consistent with the principles of honesty, fairness, integrity, and professional responsibility.

The Policy forms an integral part of the Companys overall corporate governance framework and demonstrates its commitment to preventing, identifying, and addressing unethical practices and misconduct, while promoting a culture of transparency, accountability, and responsible business conduct.

Details of the Vigil Mechanism and procedures for reporting concerns are outlined in the Corporate Governance Report, and the full policy is available on the Companys website at: https://sigmaadvsys.com/ investors-services/corporate-governance/

ENHANCING SHAREHOLDER VALUE:

The Company remains focused on creating sustainable and long-term value for its shareholders through a balanced approach to growth, operational excellence, and prudent capital management. During the year, the Company continued to undertake strategic initiatives aimed at strengthening revenues, improving cost efficiencies, and deploying capital towards projects that offer sustainable and attractive returns.

The Company remains committed to maintaining financial discipline and evaluating appropriate measures for capital allocation, including dividends and share buybacks, as may be considered suitable. The Company has also continued to strengthen its governance framework and enhance transparency in its operations and disclosures, thereby fostering greater stakeholder confidence.

The Board will continue to closely monitor the Companys performance, financial position, and strategic priorities to ensure that business decisions remain aligned with the interests of shareholders and support sustained value creation over the long term.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has following Subsidiaries & Associates as on year end

List of Subsidiaries:

1) Velapan Systems Private Limited

2) lndorus Systems Private Limited

3) Sigma Advanced Systems UK Limited

Subsidiaries of Sigma Advanced Systems UK Limited:

i. Nasmyth Group Ltd

Subsidiaries of Nasmyth Group Ltd

i. Nasmyth Bulwell Ltd

ii. Nasmyth Asia (IN) Private limited

iii. Nasmyth Technologies Ltd

iv. Nasmyth IEC Ltd

v. Nasmyth Doughty Ltd

vi. GEB Surface Treatments Ltd

vii. Nasmyth Coventry Ltd

viii. Nasmyth Enterprises Ltd

xi. Nasmyth Henton Ltd

x. Nasmyth Industries Ltd

xi. C&M 2016 Ltd

xii. Nasmyth Engineering Ltd

xiii. Nasmyth Composites Ltd

xiv. Nasmyth West Middlesex Plating Company Ltd

xv. Professional Welding Services Ltd

Subsidiaries of Nasmyth Bulwell Ltd:

i. L.M.D. Process Ltd

ii. Swift & Wass Ltd

iii. Excel Calibration & Test Ltd

List of Associate:

1. Indrajaal Drone Defence India Private Limited

PERFORMANCE AND FINANCIAL POSITION OF EACHOFTHESUBSIDIARIES,ASSOCIATESAND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

The Consolidated Financial Statements relate to the Companys subsidiaries as stated above. The Financial Statements of the Subsidiaries covered in the Consolidation process are drawn up to the same reporting date as that of the Company i.e., 31 March 2026. The Financial Statements of the Company and its Subsidiaries have been combined on a line-by-line basis by adding together like-items of assets, liabilities, income and expenses, after eliminating intra-group balances, intra-group transactions and resulting unrealized profits or losses, unless cost cannot be recovered. The statement pursuant to Section 129 of the Companies Act, 2013 in respect of subsidiaries and associates is annexed as Annexure-2, which forms an integral part of this Annual Report.

DEPOSITS:

The Company has neither raised nor renewed any Deposits as on 31 March 2026 or received any other monies construed to attract the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

ANNUAL RETURN:

The Annual Return pursuant to the provisions of Section 92(3) of Companies Act, 2013 read with Rule 12 of the Companies (Management and administration) Rules, 2014 can be accessed at https://sigmaadvsys.com/ investors-services/financials-reports/

AUDITORS:

STATUTORY AUDITORS:

M/s. N.C. Rajagopal & Co., Chartered Accountants (Firm Registration No. 003398S), were appointed as the Statutory Auditors of the Company at the 22^nd Annual General Meeting to hold office until the conclusion of the 27^th Annual General Meeting of the Company.

The Statutory Auditors have confirmed their eligibility under Sections 139 and 141 of the Companies Act, 2013 and that they satisfy the criteria relating to independence prescribed under the Companies Act, 2013 and the Code of Ethics issued by the Institute of Chartered Accountants of India. The Statutory Auditors also continue to hold a valid Peer Review Certificate issued by the Peer Review Board of the ICAI

INTERNAL AUDITOR:

Mr. Vijay Parthasarathy of M/s. Vijay R & Co (FCA-235012), Chartered Accountants, performed the duties of Internal Auditors of the Company and their reports are reviewed by the audit committee from time to time.

SECRETARIAL AUDITOR:

M/s. M. Damodaran & Associates LLP, (COP-5081/ FCS-5837), were appointed as the Secretarial Auditors of the Company at the 25^th Annual General Meeting to hold office until the conclusion of the 30^th Annual General Meeting of the Company.

The Secretarial Auditors Report, in the prescribed format, for the year ended 31 March 2026 is annexed

as Annexure-3, which forms an integral part of this Annual Report.

ANNUALSECRETARIALCOMPLIANCEREPORT:

Pursuant to the provisions of Regulation 24A of the SEBI (LODR) Regulations, 2015 the Board of Directors of the Company have appointed M/s. M. Damodaran & Associates LLP, (COP-5081/FCS-5837), Practicing Company Secretary to undertake the Audit of Annual Secretarial Compliance of the Company for the year ended 31 March 2026. The Annual Secretarial Compliance Report is annexed as Annexure- 4, which forms an integral part of this Annual Report.

CORPORATE GOVERNANCE:

A report on Corporate Governance as per Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is annexed as Annexure-5, which forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report relating to the Management Discussion and Analysis has been annexed herewith as Annexure -6, which forms an integral part of this Annual Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the year under review, the Statutory Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors as prescribed under Section 143(12) of the Companies Act, 2013 and rules made thereunder.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

GST:

The company has filed a Writ Petition in 2023 before the Honble High Court of Telangana challenging notifications relating to taxation of Joint Development transactions under which the Central GST authorities made a claim / demand. The company has also filed Writ Petition in October 2024 in the matter of order from the State GST relating to the same subject matter. The matter is sub- judice. Further, the above case has no impact on the going concern status and companys operations in future.

Income Tax:

(a) The Income Tax Department has gone on appeal against the order of the ITAT dated 21.09.2022 in ITA No.733/CHNY/2017 which was in favour of the Company.

(b) The company has filed an appeal before CIT(A) in respect of order dated 21.03.2024 in respect of issue of disallowances of Capital Losses. (c) The company has filed an appeal before CIT(A) in respect of order dated 03.03.2025 in respect of penalty demand on Refund (d) The company has filed an appeal before CIT(A) in respect of order dated 27.03.2026 in respect of issue of disallowances of Business Expenses (e) The company has filed an appeal before CIT(A) in respect of order dated 06.05.2026 in respect of issue of disallowances of Business Expenses

Further, the above case has no impact on the going concern status and companys operations in future.

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF THIS REPORT:

Preferential Issue:

Your Company undertook fund raising activity through preferential issue of equity shares to eligible investors to the tune of about Rs. 460 crores and added 1,32,56,760 equity shares to the paid up equity capital. Further, 4,32,777 equity shares were issued for consideration other than cash. These allotments were made in accordance with the provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws.

Consequent to the above allotment of equity shares, the paid-up equity share-capital of the Company increased to 1,89,92,89,520 (Rupees One Hundred Eighty-Nine Crore Ninety-Two Lakh Eighty-Nine Thousand Five Hundred Twenty Only) comprising of 18,99,28,952 (Eighteen Crore Ninety-Nine Lakh Twenty-Eight Thousand Nine Hundred Fifty-Two Only) equity shares of Rs. 10 each

Acquisitions:

Your Company has acquired 76% equity stake in AS Strategic Private Limited as below:

Tranche 1 - 51% stake on 20 April 2026 ^ Tranche 2 - 25% stake on 04 August 2026

Your Company has acquired 100% Stake (Shareholding) in Bromford Precision Solutions Limited in the United Kingdom on 22 July 2026

Except as disclosed elsewhere in this report, there have been no other material changes and commitments, that has occurred between the end of the financial year of the

Company and date of this report which can affect the financial position of the Company.

HUMAN RESOURCES:

The Company considers its employees as one of its most valuable assets and remains committed to fostering a professional, inclusive and supportive work environment, with focus on employee engagement, skill development, training and career growth.

Pursuant to the Scheme all employees of Sigma Advanced Systems Private Limited in employment as on the Effective Date have become employees of the Company, without any break or interruption in service and with continuity of service, on terms and conditions not less favourable than those applicable to them prior to the Effective Date.

The Company has also recognised the uninterrupted past services of such employees for the purpose of computation and payment of compensation, gratuity and other terminal benefits, as and when payable.

The Companys human resource practices are designed to encourage merit-based performance, employee engagement, accountability and continuous capability development, while ensuring compliance with applicable labour laws and organisational policies. The Company also strives to provide a safe, inclusive and supportive workplace that promotes employee well-being and professional development.

As on 31 March 2026, the industrial relations remained cordial and harmonious

PARTICULARS OF EMPLOYEES:

There are no employees falling within the provisions of section 134(3)(q) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

EMPLOYEE STOCK OPTION SCHEME:

The company has not issued any employee stock option during the year under review.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your 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. The Internal Complaints Committee ("ICC") has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy.

(a) number of complaints of sexual harassment received in the year: Nil

(b) number of complaints disposed off during the year: Nil

(c) number of cases pending for more than ninety days: Nil

(d) during the year under review the ICC has not received any complaints.

STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder, as amended from time to time. Appropriate policies and procedures are in place to ensure that eligible women employees are provided maternity benefits and other statutory entitlements in accordance with the applicable legal requirements. The Company remains committed to fostering a safe, inclusive and equitable workplace for all its employees.

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE:

Your Company has obtained a certificate relating to compliance of conditions of Corporate Governance for the year ended 31 March 2026, as stipulated in terms of Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. from N.C. Rajagopal & Co. Statutory Auditors, is annexed herewith as Annexure -7, which forms an integral part of this Annual Report

CORPORATE SOCIAL RESPONSIBILITY:

The provisions for corporate social responsibility ("CSR") under the Companies Act, 2013, are applicable to the company for the current financial year. The Company had incurred CSR expenditure of Rs. 18,06,697 during the financial year 2025-26. The Annual Report on CSR activities is annexed herewith as Annexure-8, which forms an integral part of this Annual Report.

The Chief Financial Officer of the Company has furnished the certificate under Rule 4 of the Companies (CSR) Rules, 2014.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the financial year, no application was made by or against the Company or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

DISCLOSURE ABOUT THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION EXECUTED AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year ended under the review, no such settlements and valuation were undertaken and no loans were availed from the Banks or Financial Institutions.

LISTING OF EQUITY SHARES:

The Companys equity shares are listed on the following Stock Exchanges:

BSE Limited (BSE),	National Stock Exchange of India Limited (NSE),
BSE Scrip Code [532408]	NSE [SIGMAADV]
Address: Phiroze JeeJeebhoy Towers, Dalal Street, Mumbai - 400 001, Maharashtra, India.	Address: Exchange Plaza, Floor 5, Plot No. C/1, G Block, Bandra - Kurla Complex, Bandra (East), Mumbai - 400 051, Maharashtra, India.

The Company has paid the annual listing fees to the said stock exchanges for the financial year 2026-27.

MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION 148 OF THE COMPANIES ACT, 2013:

The Central Government has not prescribed the maintenance of cost records under sub section (1) of section 148 of the Companies Act, 2013 for the products/services of the company.

ACKNOWLEDGMENTS:

The Board of Directors places on record its sincere appreciation and gratitude to the shareholders, customers, bankers, investors, regulatory authorities, Central and State Governments, statutory and secretarial auditors, Registrar and Share Transfer Agent, vendors, technology partners and all other stakeholders for their continued trust, guidance and support extended to the Company during the year.

The Board also acknowledges the commitment, dedication and valuable contribution of the employees across all levels, whose collective efforts have been instrumental in driving the Companys growth, operational excellence and sustained progress.

The Board looks forward to the continued support, confidence and cooperation of all stakeholders as the Company continues its journey of growth, innovation and value creation in the years ahead.

		For and on behalf of Board of Directors of Sigma Advanced Systems Limited
		(Formerly Megasoft Limited)
	Sd/-	Sd/-
	Sunil Kumar Kalidindi	Kalyan Vijay Sivalenka
Place: Hyderabad	Executive Director & CEO	Independent Director
Date: 08 September 2026	DIN:02344343	DIN:06404449