Sigma Solve Ltd Directors Report

To,

The Shareholders,

Sigma Solve Limited

Your Directors are pleased to present the 16 th Annual Report on business and operations of the Company together with the Audited Accounts and the Auditors Report of your Company for the financial year ended 31 st March, 2026.

1. FINANCIAL PERFORMANCE:

Key aspects of Company financial performance for the financial year 2025-26 is tabulated below: -

[Amount in Lakhs]

	Standalone		Consolidated
Particulars	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Total Revenue	4020.24	3271.98	10020.30	7757.42
Total Expenditure	2990.38	2440.93	6772.86	5084.04
Profit Before Depreciation & Tax	1029.86	831.05	3247.44	2673.39
Depreciation & Amortization Expenses	87.48	92.02	87.90	104.82
Profit Before Tax	942.38	739.03	3159.54	2568.57
Tax Expense	247.55	181.63	769.36	659.76
Other Comprehensive Income	17.23	1.62	427.92	63.21
Profit For the Year	712.06	559.02	2818.10	1972.01
Net Profit Attributable: -
Owners of Company	712.06	559.02	2815.65	1972.16
Non-Controlling Interest	NA	NA	2.45	(0.15)
Earnings Per Share (in Rs.):-
Basic & Diluted	0.68	5.44	2.32	18.57

2. OPERATIONS REVIEW:

(A)STANDALONE RESULTS

The Companys total income from operations including other income during the financial year ended on 31 st March, 2026 was at Rs. 4020.24 Lakhs as against Rs. 3271.98 Lakhs of the previous year. The Company has made Net Profit, after providing depreciation, provision of tax and other adjustments for the year under review, amounted to Rs. 712.06 Lakhs.

(B)CONSOLIDATED RESULTS

During the year under review, the Companys consolidated total income from operations including other income was Rs. 10020.30 Lakhs as against Rs. 7757.42 Lakhs of the previous year. The Company has made Net Profit, after providing depreciation, provision of tax and other adjustments for the financial year ended March 31, 2026 which amounted to Rs. 2818.10.

Company is taking various measures to increase the sales and boost up the profit in coming year.

3. DIVIDEND:

During the F.Y. 2025-26 the Company paid final dividend of Rs. 0.50 per equity share, which resulted into an outflow of Rs. 51,38,749/- from Standalone profits of the Company for FY 2024-25.

The Directors have recommended a Final Dividend of Rs. 0.50/-(Fifty Paisa Only) per equity share of Rs.1/-(One Only) each, if approved by the Members in the AGM. The said Divided would result into a total cash Outflow of Rs. 5,13,87,490/-(Five Crore Thirteen Lakhs Eighty Seven Thousand Four Hundred Ninety Rupees Only) out of standalone profits earned during the FY 2025-26, resulting in a dividend payout of 74% percent of the standalone profits of the Company.

4. TRANSFER TO RESERVE

We do not propose to transfer any amount to general reserve on declaration of dividend.

5. SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES

As on March 31, 2026 Details of the Subsidiary and Associates Companies are as Follows: -

Particulars	Holding as on 01.04.2025	Purchase /Sell /Subscribe of Stake During the Year	Holding as on 31.03.2026	Type
Sigma Solve Inc.	100%	--	100%	Wholly Owned Subsidiary
Rish info Logistics Private Limited	70%	--	70%	Subsidiary

6. PUBLIC DEPOSIT:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL:

As on March 31, 2026 the Company has Eight Director comprising of Four Executive Directors and Four Non-Executive Directors all them are Independent Director.

In the Financial year the date of this report following changes have taken place on the Board of the Company:-

Sr. No. NAME OF THE DIRECTOR	CHANGES
1 Raxitkumar Sureshbhai Patel	Resigned as Non-Executive Independent Director w.e.f. 30 th June, 2025
2 Jayesh Ramanlal Shah	Resigned as Non-Executive Independent Director w.e.f. 30 th June, 2025
3 Bharatbhai Himatlal Shah	Appointed As Non- Executive Independent Director Director w.e.f. 30 th June, 2025 and Resigned w.e.f. 22 nd July, 2025
4 Aditya Vikrambhai Patel	Appointed as an Additional Independent Director w.e.f. 30 th June, 2025 and his appointment was Regularized at the 15 th AGM
5 Sharmil Sanjay Gandhi	Appointed as an Additional Independent Director w.e.f. 30 th June, 2025 and his appointment was Regularized at the 15 th AGM. Also he resigned w.e.f. 18 th March, 2026
6 Pujan Biren Zaverchand	Appointed as an Additional Director w.e.f. 30 th June, 2025 and her appointment was Regularized at the 15 th AGM
7 Prerak Prakash Parikh	Appointed as an Additional Director w.e.f. 30 th June, 2025 and his appointment was Regularized at the 15 th AGM
8 Siddhrajsinh Gohil	Appointed as an Additional Independent Director w.e.f. 30 th June, 2025 and his appointment was Regularized at the 15 th AGM
9 Pratik Nareshkumar Shah	Appointed as an Additional Independent Director w.e.f. 22 nd July, 2025 and his appointment was Regularized at the 15 th AGM
10 Nitin Pramukhlal Patel	Resing as a Non Executive Non- Independent Director (16 th March 2026)

Pursuant to Section 149(7) of the Act, the Company has received necessary declaration from each Independent Director confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The terms and conditions of the Independent Directors are incorporated on the website of the Company www.sigmasolve.in

BOARD DIVERSITY:

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164(2) of the Act.

KEY MANAGERIAL PERSONNEL

As of the date of this report the KMPs are as follows: -

Sr. NO. NAME OF THE KMP	DESIGNATION
1. Prakash Ratilal Parikh	Managing Director
2. Kalpana Prakashbhai Parikh	Whole-time Director
3. Prerak Prakash Parikh	Director
4. Pujan Biren Zaverchand	Director
5. Archana Shah	Independent Director
6. Siddhrajsinh Gohil	Independent Director
7. Aditya Patel	Independent Director
8. Pratikbhai Shah	Independent Director
9. Chinmay Himatlal Shah	Chief Financial Officer
10. Dhwani Solanki	Company Secretary

8. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees in accordance with the Provision of Section 197 (12) of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-II to its report.

9. SHARE CAPITAL:

During the Year under review following changes occurred in the Capital Structure of the Company:-

Particulars	Amount ( )
Authorized Share Capital
Share Capital as on 01.04.2025
1,20,00,000Equity Shares of 10/- Each	12,00,00,000
Corporate Action
Sub Division of Share Capital having Face Value of	12,00,00,000
10/- Each into 1/- Each
(vide resolution passed at 15 th AGM Held on September 17, 2025)
Share Capital as on 31.03.2026	12,00,00,000
12,00,00,000 Equity Shares of 1/- Each
Issue, Subscribed and Paid Up Share Capital
Share Capital as on 31.03.2026
102774980 Equity Shares of 1/- Each (Fully Paid Up)	10,27,74,980

10.BOARD EVALUATION:

Pursuant to the provisions of the Act and SEBI (LODR) Regulation, 2015 The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee. The evaluation covered functioning and composition of the Board and its committees, understanding of the roles and responsibilities, experience, competencies, participation at the Board and Committee meetings, corporate governance practices etc.

Evaluation of the Board and its compositions was carried out through a defined process covering the areas of the Boards functioning viz. composition of the Board and Committees, understanding of roles and responsibilities, experience and competencies, contribution at the meetings etc.

11.VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of Whistle Blower who avails of such mechanism and provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company www.sigmasolve.in.

12.CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company which is posted on the website of the Company under Investor Info/Policies/Code of Conduct. All Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis.

13.FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR

The Company has made practice of regularly informing the Directors all the changes in the Company as well as changes in laws which are applicable to the Company at Board meeting held during the year.

14.AUDITOR REPORTS AND AUDITORS

STATUTORY AUDITORS REPORT

The Board has reviewed the Statutory Auditors Report on the Accounts of the Company. The observations and comments, appearing in the Auditors Report are self-explanatory and do not call for any further explanation/ clarification by the Board of Directors as provided under section 134 of the Act.

AUDITORS

Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Mistry & Shah LLP , Chartered Accountants , Ahmedabad [Firm Registration No.W100683] were appointed as the Statutory Auditors of the Company at the 11th Annual General Meeting of the Company held on 17th September, 2021 for a term of five consecutive years from conclusion of the 11th Annual General Meeting of the Company till the conclusion of the 16th Annual General Meeting of the Company.

Further, the Board has on the recommendation of the Audit Committee, proposes to reappoint M/s. Mistry & Shah LLP, Chartered Accountants for the Second and Last Term of Five years starting from the Conclusion on this 16 th AGM until the Conclusion of 21 st AGM to be held in year 2031.

The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company.

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

Secretarial Auditors

In terms of Section 204 of the Act and Rules made there under, Shah and Shah Associates, Practicing Company Secretary has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed to this report as Annexure IV . The report is self-explanatory.

Internal Auditors

The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee on a half yearly basis. The scope of internal audit is approved by the Audit Committee. However For FY 2026-27 Venish A. Sanghvi, Chartered Accountant, (FRN : 154669W) , Ahmedabad has been appointed as Internal Auditors of the Company

Cost Record and Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

15.RELATED PARTY TRANSACTIONS

During the year under review, contracts or arrangements entered into with the related party, as defined under section 188 of the Act were in ordinary course of business and on arms length basis. Details of the transactions pursuant to compliance of section 134(3)(h) of the Act and rule 8(2) of the companies (Accounts) Rule, 2014 are disclosed in the Notes to the financial statements.

However, there are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act , as Annexure-III as prescribed in Form AOC-2.

16.BUSINESS RISK MANAGEMENT:

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/ mitigating the same. The Company has framed a formal Risk Management Framework for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.

17.DISCLOSURES:

Number of Board Meetings conducted during the year under review

During year under review seven Board Meetings were duly convened and held as per the provisions of the Act. Total number of Board meetings convened and held along with dates is mentioned in the Corporate Governance report forming part of the Director Report.

18.DETAILS PERTAINING TO THE CONSTITUTION AND COMPOSITION OF THE BOARD COMMITTEES

As on March 31, 2026, the Board has three Committees: the Audit Committee, the Nomination and remuneration committee and the Stakeholder Relationship Committee. During the year, all recommendations made by the committees were approved by the Board.

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance report, which forms part of this Integrated Annual Report.

19.MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis Report as Required under Regulation 34 and Schedule V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the companies current working and future outlook of as per Annexure V.

20.CORPORATE GOVERNANCE

Our corporate governance practices are a reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably.

Our Corporate governance report for FY 2025-2026 forms part of this Annual Report . Annexure VI

21.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments covered under the provisions of section 186 of the Act, are given in the notes to the financial statements.

22.ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://sigmasolve.in/annual-return/

23.LISTING OF STOCK EXCHANGE

The Company is listed in NSE and BSE.

24.UTILIZATION OF IPO PROCEEDS

The Company has from its initial public offer in October 2020, raised 495 Lakhs, the details of the object and status of utilization of funds as on 31 st March, 2026 is as follows:-

Original Object	Modified Object, if any	Original Allocation	Modified allocation , if any	Funds Utilized	Amount of Deviation/Variati on for the quarter according to applicable object	Remarks if any
1 Acquisitions And Other Strategic Initiatives	NA	230.00	NA	Nil	Nil	None
2 Investment in Subsidiary	NA	70.00	NA	70.00	Nil	None
3 General Corporate Purpose	NA	120.00	NA	120.00	Nil	None
4 Public Issue Expenses	General Corporate Purpose	75.45	NA	75.45	31.57	None
Total		495.45		265.45	31.57

25.PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under Section 134(3)(m) of the Act is not applicable to the Company, as the Company is presently not engaged in any manufacturing activities.

The Foreign Exchange Earnings during the year under review was Rs. 3852.18/- Lakhs and Outgo on account of the operation of the Company during the year was Rs. Nil/-.

26.MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report.

27.CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In accordance with the requirements of Section 135 of the Act, has formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at https://sigmasolve.in/investors/governance

An Annual Report on CSR activities of the Company during the financial year 2025-26 as required to be given under Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided as an Annexure -VII to this Report.

28. DIRECTORS RESPONSIBILITY STATEMENT:

As stipulated in Section 134(3)(c) read with sub section 5 of the Act, Directors subscribe to the Directors Responsibility Statement, and confirm that:

a) In preparation of annual accounts for the year ended 31 st March, 2026 the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had 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 year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended 31 st March, 2026 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

29.REPORT ON FRAUDS

There were no frauds reported during the year.

30.DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL ) ACT, 2013 (POSH ACT) :

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2025-2026, the Company has not received any complaints on sexual harassment.

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the following details are disclosed:

a) Number of complaints of sexual harassment received during the year: Nil

b) Number of complaints disposed of during the year: Nil

c) Number of complaints pending for more than 90 days: Nil

The Company has zero tolerance towards any kind of sexual harassment and maintains a safe working environment for all employees.

31.TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Dividends, if not encashed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (IEPF). Further, the shares in respect of which dividend has remained unclaimed for 7 consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline.

During the year under review the Company has transferred the unpaid divided of Rs. 1,26,963/- in a separate bank account opened by the Company as per the rules and if the said amount is not claimed for seven year it would be transferred to the IEPF along with the shares. The shareholders can claiming the unpaid dividend can mail their request to compliance@sigmasolve.com. The list unpaid divided for all the previous financial years can be accessed from the following link https://sigmasolve.in/others/.

32.SECRETARIAL STANDARDS:

The Director State That Applicable Secretarial Standards i.e. SS-1 and SS-2, relating to meeting of Board of Directors and General Meetings respectively have been duly followed by Company.

33.INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Companys internal financial controls relating to its financial statements.

During the year, such Controls were tested and no reportable material weakness was observed.

34.DETAILS OF APPLICATIONS MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016.

35.DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans from the Bank or Financial Institutions.

36.SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS/ TRIBUNALS:

There are no significant and material orders passed by Regulators/Court/Tribunals against the company.

37.CYBER SECURITY

In view of the increasing incidence of cyber-attacks, the Companys cyber security systems are periodically reviewed, and its processes and technology controls are continuously strengthened in line with evolving threat scenarios. The Companys technology environment is supported by real-time security monitoring, with appropriate controls implemented across multiple layers, including end-user devices, network infrastructure, servers, applications, and data.

38.DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to providing a safe, secure and conducive work environment to all its employees and has zero tolerance for sexual harassment at the workplace. In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place a Policy on Prevention of Sexual Harassment. The said policy covers all women associated with the Company, including permanent employees, temporary employees, contractual personnel, and service providers working at the Companys locations.

An Internal Complaints Committee (ICC) has been duly constituted in accordance with the provisions of the Act to redress complaints received regarding sexual harassment and to ensure effective implementation of the policy. During the financial year under review, no complaints pertaining to sexual harassment were received

38.MATERNITY BENEFITS ACT, 1961

The Board confirms that the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including those relating to maternity leaves facilities. The Company remains committed to ensuring a safe, inclusive, and supportive working environment for all women employees. During the year under review One woman has been given this benefit , including paid leave, continued salary and service, and post-maternity support like nursing breaks and flexible work options.

39. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support, co-operation and assistance given by them to the Company and their con dence reposed in the management.

Date : August 18, 2026	Place: Ahmedabad
Place:- Ahmedabad	Sd/-
Regd. Office:	Prakash Ratilal Parikh
801-803, 08th Floor, PV Enclave Opp. Satyam House,	DIN: 03019773
ICICI Bank Lane Road, Behind Sindhu Bhavan Road Bodakdev Ahmedabad	Chairman & Managing Director
GJ 380054 IN	CIN: L72200GJ2010PLC060478