Smartlink Holdings Ltd Directors Report

TO THE MEMBERS,

The Directors of your Company (‘the Company or ‘Smartlink) are delighted to present the 33rd Annual Report along with the audited financial statements for the financial year (‘FY) ended March 31,2026.

1. FINANCIAL PERFORMANCE

Key highlights of standalone and consolidated financial performance for the year ended March 31,2026, are summarized as under:

(Amount in INR lakhs)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from operations	12,546.81	9,696.51	26,934.75	21,452.63
Other Income	2,371.60	1,312.30	1,058.73	1,191.01
Total Income	14,918.41	11,008.81	27,993.48	22,643.64
Profit before depreciation, finance cost, tax expenses and exceptional items	1,712.71	325.20	2,252.38	1,060.43
Less: Depreciation and Amortization expenses	337.28	292.34	410.86	373.13
Less: Finance cost	40.29	68.32	77.75	154.13
Profit / (Loss) before exceptional items and tax	1,335.14	(35.46)	1,763.77	533.17
Exceptional income/ (expense)	-	-	-	-
Profit/(Loss) before tax	1,335.14	(35.46)	1763.77	533.17
Less: Tax expenses
a) Current tax	-	-	302.32	-
b) Deferred tax	12.90	(287.76)	146.65	(125.96)
c) Adjustment of tax of earlier years	0.25	(1.38)	0.25	(1.38)
Profit/(Loss) after Tax	1,321.99	253.68	1,314.55	660.51
Other Comprehensive Income (Net of tax)	13.72	(35.88)	34.02	(56.62)
Total Comprehensive Income	1,335.71	217.80	1,348.57	603.89
Earnings Per Share (INR)	13.25	2.54	13.18	6.62

The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2026, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

2. STATE OF COMPANYS AFFAIRS

2.1 Review of Standalone Financial Results

The revenue from operations of the Company for the year ended March 31,2026 stood at INR 12,546.81 lakhs as against INR 9,696.51 lakhs in the previous financial year. The total Income stood at INR 14,918.41 lakhs for the year ended March 31,2026 as compared to INR 11,008.81 lakhs in the previous financial year.

The standalone Profit before tax was INR 1,335.14 lakhs as compared to Loss of INR 35.46 lakhs in the previous financial year. The profit after tax stood at INR 1,321.99 lakhs as compared to Profit of INR 253.68 lakhs in the previous financial year. The other income for the current period includes reversal of impairment loss pertaining to investments in Wholly Owned Subsidiary Digisol Systems Limited recognised earlier to the tune of INR 1,288.36 lakhs on the basis of valuation undertaken by the registered valuer.

2.2 Review of Consolidated Financial Results

The consolidated revenue from operations of the Company for the year ended March 31, 2026 stood at INR 26,934.75 lakhs as against INR 21,452.63 lakhs in the previous financial year. The total income stood at INR 27,993.48 lakhs for the year ended March 31,2026 as compared to INR 22,643.64 lakhs in the previous financial year.

The consolidated profit before tax was INR 1,763.77 lakhs as compared to INR 533.17 lakhs in the previous financial year. The profit after tax stood at INR 1,314.55 lakhs as compared to Profit of INR 660.51 lakhs in the previous financial year. The improved performance was on account of significantly improved revenue and profitability by its Wholly Owned Subsidiary Digisol Systems Limited. The extract of Annual Performance of Digisol Systems Limited is given in Annexure H which forms the Part of this report.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

Post amalgamation of erstwhile wholly owned subsidiary Synegra EMS Limited, the Company ceased to be a Non-Banking Financial Company (‘NBFC) with effect from January 31, 2025. The Company had surrendered its certificate of registration of NBFC issued by the Reserve Bank of India. Post amalgamation, the company carries on the business of manufacture of Electronic and IT networking products.

In order to align the objects of the Company with the business dynamics, the Object clause of the Memorandum of Association of the Company was altered by way of a Special Resolution at the 32nd Annual General Meeting (‘AGM).

4. DIVIDEND

Your Directors are pleased to recommend for your approval a final dividend of INR 2/- per equity share (100%) of face value of INR 2/- each. Final dividend, if approved at the ensuing Annual General Meeting, shall be paid to the eligible members within the stipulated time period. The dividend would result in a cash outflow of INR 199.50 lakhs. The total dividend payout works out to 15.09% of the Companys standalone net profit after tax for the year. The Company has fixed Friday, July 10, 2026 as the record date for the purpose of determining the entitlement of Members to receive the dividend for the FY 2025-26.

Pursuant to the Finance Act, 2020, as amended from time to time, dividend income is taxable in the hands of the Members, and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 2025.

5. TRANSFER TO RESERVES

Your directors do not propose to transfer any amount to reserves during the year under review.

6. SHARE CAPITAL

The Paid-up Equity Capital of the Company as on March 31,2026 stood at INR 1,99,50,000 consisting of 99,75,000 equity shares of INR 2 each. The Company has not issued shares with differential voting rights, employee stock options and sweat equity shares. Post amalgamation of erstwhile Synegra EMS Limited with the Company, the authorised share capital of the company as on March 31,2026 stood at INR 32,00,00,000 consisting of 16,00,00,000 Equity Shares of INR 2 each.

There was no fresh issue of shares during the year under review.

The Shares of the Company are listed on the BSE (Bombay Stock Exchange Limited) and NSE (National Stock exchange of India Limited). The Company has paid Listing Fees for the FY 2025-26 to each of the Stock Exchanges, where its equity shares are listed.

7. ANNUAL RETURN

As provided under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 (‘the Act), the Annual Return for FY 2025- 26 is uploaded on the website of the Company and can be accessed at https://www.smartlinkholdings.com/investor-relations/ corporate-governance/annual-return/.

8. MEETINGS

The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy apart from other Board business.

During the year, four Board Meetings and four Audit Committee Meetings were held. The details of the same are given in the Corporate Governance Report which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Act and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR Regulations).

Pursuant to the provisions of part VII of the Schedule IV of the Act and Regulation 25 of the LODR Regulations, one meeting of Independent Directors was held on May 09, 2025 for transacting the business enumerated under the said provisions.

9. PARTICULARS OF LOANS / ADVANCES / GUARANTEE / INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR

The Company has provided Guarantees to its wholly owned subsidiary, Digisol Systems Limited in compliance with Section 186 of the Act. Particulars of the guarantees, loans and investments during the year under review in accordance with Section 186 of the Act, have been disclosed in the financial statements.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company during the financial year with related parties are in compliance with the applicable provisions of the Act, 2013 and the LODR Regulations. All Related Party Transactions (RPTs) are placed before the Audit Committee and the Board for approval, if required. All RPTs that were entered into during the financial year were on arms length basis and in the ordinary course of business.

The disclosures as required under IND-AS have been made in the notes to the Standalone Financial Statements. The particulars of contracts or arrangements entered into by the Company with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - I in Form AOC-2 and the same forms part of this Directors Report. The Company has developed a RPT Policy for the purpose of identification and monitoring such transactions. The Policy on RPT as approved by the Board of Directors of the Company is available on the Companys website at https://www.smartlinkholdings.com/wp-content/uploads/2021/05/Related-Partv-Transactions-Policv-Smartlink-2021.pdf.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes/ commitments affecting the financial position of the Company during the period from the end of the financial year on March 31,2026 to the date of this Report.

12. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of the conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A. Conservation of Energy

1. Continued factory re-layout and consolidation of service activities was done in order to utilize common resources and decrease Energy consumption.

2. Upgrading of Wave soldering line with latest and energy efficient unit.

3. Utilization of machines in two shifts effectively reducing energy consumption per unit production.

B. Research & Development & Technology Absorption

1. New Solder Paste Inspection System for quality improvement reducing rework and inspection cost and overall carbon footprint.

2. Continued effort in Localisation of power adapters and plastic enclosures for various networking products.

3. Adopting environment friendly packaging material in place of EP-Foam with introduction of paper buffers in some models of unmanaged switches.

4. New X-Ray inspection machine is installed, which makes the factory capable of validating the processes much before a defect occurs thereby helping for a better yield.

There was no Foreign Exchange earned in terms of actual inflows during the year under review. The Foreign Exchange outgo during the year in terms of actual outflows was INR 5,958.44 lakhs.

13. DETAILS OF SUBSIDIARY

Your Company has one wholly owned subsidiary namely Digisol Systems Limited (‘Digisol), a public Limited Company incorporated on August 17, 2016.

DIGISOL is the first Indian Brand in IT Networking that is taking India forward with its top-notch product offerings in various verticals like Smart Cities, Manufacturing, Real Estate, Healthcare, Telecom, Hospitality, Education, Surveillance, Data Centers, IT and Retail. DIGISOL offers an extensive range of IT networking products, including FTTH, Wireless (Wi-Fi), Switching and Structured Cabling systems (copper and fiber) Solutions.

Digisol earned a revenue of INR 23,515.05 lakhs as compared to INR 19,383.46 lakhs in the previous financial year. The profit before tax stood at INR 1,731.28 lakhs as compared to INR 621.70 lakhs in the previous financial year.

The financial statements of the Company are prepared in accordance with Section 129(3) of the Act. Further, a statement containing salient features of the financial statements of our subsidiary in prescribed format AOC-1 is appended as Annexure - H to the Directors Report. The statement also provides the details of performance and financial position of the subsidiary.

In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements will be available on our website www.smartlinkholdings.com. The Company would provide the annual accounts of the subsidiary and the related detailed information to the shareholders of the Company on specific request made to it in this regard. The same will also be available at the Registered Office and corporate office of the Company for inspection during office hours.

Digisol Systems Limited is an unlisted Material Subsidiary of the Company. The Company has formulated a Policy on Material Subsidiary as required under LODR Regulations and the policy is uploaded on the website of the Company at https://www.smartlinkholdings.com/wp-content/uploads/2020/03/Subsidiarv-Policv-2019-amended.pdf.

14. COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE COMPANYS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the financial year under review, no company have become or ceased to be the companys subsidiaries, joint ventures or associate companies.

15. RISK MANAGEMENT

Pursuant to section 134(3)(n) of the Act, the Company has a Risk Management (RM) framework to identify, evaluate Business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage.

The risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework helps in identifying risk trend, exposure and potential impact analysis at a Company level.

The Risk Management policy formulated by the Company has identified the key business risks and also the plans to mitigate the risks.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Key Managerial Personnel

Mr. Kamalaksha Rama Naik, Executive Chairman, Mr. K. G. Prabhu, Chief Financial Officer and Mr. Edlan Fernandes, Company Secretary have been designated as Key Managerial Personnel in accordance with the provisions of Section 203 of the Act.

b. Appointment of Directors

Mr. Nitin Anant Kunkolienker (DIN 00005211) was appointed as an Additional Director designated as Non- Executive Independent Director of the Company for a term of five years with effect from February 10, 2025. He was regularised as Director by the members of the Company by means of Postal Ballot on April 10, 2025.

c. Re-appointment of Directors

Mr. Kamalaksha Naik (DIN 00002013), Executive Chairman of the Company, who retired by rotation in terms of Section 152(6) of the Act was re-appointed as Executive Chairman of the Company at the 32nd AGM held on August 13, 2025.

Dr. Lakshana Amit Sharma (DIN:10525080) Non-Executive, Non-Independent Director of the Company retires by rotation and being eligible, offers herself for re-appointment as per section 152(6) of the Act. The Business seeking shareholders approval for her re-appointment forms part of the AGM Notice.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

d. Declaration by Independent Director

Pursuant to sub-section (7) of Section 149 of the Act read with the rules made thereunder, all the Independent Directors of the Company have given the declaration that they meet the criteria of independence as laid down in sub-section (6) of section 149 of the Act and Regulation 16(1)(b) of the LODR Regulations.

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

There were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Financial Control System, commensurate with the size, scale and complexity of its operations. The Management evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

19. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public/members under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.

20. SECRETARIAL AUDITOR AND AUDITORS REPORT

Pursuant to the provisions of Regulation 24A of the LODR Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based on the recommendation of the Audit Committee and the Board of Directors, Members of the Company at the Annual General Meeting held on August 13, 2025, approved the appointment of Mr. Shivaram Bhat, Company Secretary in Practice (ACS No. 10454, Certificate of Practice No. 7853, PR 1775/2022), as the Secretarial Auditor of the Company for a term of five (5) consecutive years, commencing from April 1,2025 until March 31,2030. Mr. Shivaram Bhat continues to be the Secretarial Auditor of the Company.

The Members also approved the remuneration for FY 2025-26 payable to the Secretarial Auditor and authorised the Board of Directors to finalise the terms and conditions of the appointment, including remuneration of the Secretarial Auditor for the remaining period, based on the recommendation of the Audit Committee.

The Report of the Secretarial Auditor for FY 2025-26 is attached herewith as Annexure - B. There are no qualifications, observations or adverse remarks or disclaimer in the said report.

Pursuant to Regulation 24A of LODR Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Secretarial Audit Report of Material unlisted Subsidiary of the Company namely Digisol Systems Limited is annexed as Annexure - C to this Directors Report.

The Annual Secretarial Compliance Report of the Company for the financial year ended March 31,2026 on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder was obtained from Mr. Shivaram Bhat, Secretarial Auditor. The report is uploaded on the website of the company at https://www.smartlinkholdings.com/wp-content/uploads/2026/05/ Secretarial-Compliance-Report-31.03.2026.pdf.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Act, read with rules made thereunder, the Company has formulated a Corporate Social Responsibility Policy (‘CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy of the Company may be accessed on the Companys website at https://www.smartlinkholdings.com/ wp-content/uploads/2022/10/Smartlink-Corporate-Social-Responsibilitv-Policv.pdf

Under Section 135 of the Act, the Company was not required to spend any amount on CSR activities in the FY 2025-26. The Annual Report on CSR activities pursuant to Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - G to this Report.

22. AUDIT COMMITTEE

The composition of the Audit Committee is in line with the provisions of Section 177 of the Act and Regulation 18 of LODR Regulations. The Chairman of the Audit Committee is an Independent Director. The details of the composition of the Audit Committee are given in the Corporate Governance Report which is part of this Directors report. During the year, all the recommendations of the Audit Committee were accepted by the Board.

Further, in terms of section 177(8) of the Act, it is stated that there were no such instances where the Board of Directors have not accepted the recommendations of the Audit Committee during the FY 2025-26.

23. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including independent directors) which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. The evaluation process inter-alia considers attendance of the Directors at Board and Committee meetings, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, etc.

Pursuant to the provisions of the Act, and the LODR Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees.

a) Observations of board evaluation carried out for the year - There were no observations in the Board Evaluation carried out during the financial year;

b) Previous years observations and actions taken - There were no observations of the Board for the last financial year;

c) Proposed actions based on current year observations - Not applicable.

The manner in which the evaluation has been carried out has been given in the Corporate Governance Report.

24. NOMINATION AND REMUNERATION COMMITTEE

The Board has, on recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of Remuneration Policy are stated in the Corporate Governance Report.

The Companys remuneration policy is driven by the success and performance of the individual employees, senior management, Executive Directors of the Company and other relevant factors including the following criteria:

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company;

b) Relationship of remuneration to performance is clear and meets appropriate performance industry benchmarks; and

c) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company.

The composition of the Nomination and Remuneration Committee (NRC) is in line with Section 178 of the Act read with Regulation 19 of LODR Regulations. The details of meetings and their attendance are included in the Corporate Governance Report.

25. STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee (SRC) is in line with Section 178 of the Act read with Regulation 20 of LODR Regulations. The details of the composition of the Stakeholders Relationship Committee are given in the Corporate Governance Report which forms part of this report.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177 of the Act, read with rules made thereunder, the Company has established a vigil mechanism for Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of code of conduct which provides for adequate safeguards against victimization of director(s) / employee(s) and also provides for direct access to the Chairman of the Audit committee in exceptional cases. The Audit Committee and the Board of Directors have approved the Whistle Blower Policy and the details are available on the website of the Company under the weblink https://www.smartlinkholdings.com/wp-content/uploads/2020/03/Whistle-Blower-Policv-Final-2019.pdf.

During the year under review, the Company through its Audit Committee has not received any complaints relating to unethical behaviour, actual or suspected fraud or violation of companys code of conduct from any employee or director.

27. CORPORATE GOVERNANCE

As required under Schedule V of the LODR Regulations, the Report on Corporate Governance as well as the Practicing Company Secretarys Certificate regarding compliance of Conditions of Corporate Governance forms a part of Directors Report as Annexure - D and Annexure - E respectively.

28. STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

The information required under section 197 of the Act read with Rule 5(1)(i) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is enclosed as Annexure - F to this Directors Report.

29. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As the per provisions of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has constituted an Internal Complaints Committee for redressal of complaints against sexual harassment. There were no complaints relating to sexual harassment, pending at the beginning of financial year, received during the year and pending as at the end of the FY 2025-26.

30. COMPLIANCE WITH MATERNITY BENEFIT

The Company continues to prioritise the welfare and supportive measures for women employees, ensuring full compliance with the Maternity Benefit Act, 1961.

31. REPORTING OF FRAUDS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

32. STATUTORY AUDITOR AND AUDIT REPORTS

M/s Shridhar & Associates, Chartered Accountants (FRN 134427W) were appointed as the Statutory Auditors of the Company to hold office till the conclusion of 33rd AGM. Ms. Shridhar & Associates on completion of their first term as Statutory Auditors have expressed their unwillingness to be reappointed as statutory auditors of the Company for the second term.

The Statutory Auditors had carried out audit of financial statements of the Company for the financial year ended March 31,2026 pursuant to the provisions of the Act. The reports of Statutory Auditors form part of the Annual Report.

The statutory auditors report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

The Board on the recommendation of the Audit Committee has proposed to appoint M S K A & Associates LLP (Formerly known as M S K A & Associates), Chartered Accountants, Mumbai, having ICAI Firm Registration Number - 105047W/W101187, as the statutory auditors of the Company for a term of 5 consecutive years to hold office from the conclusion of the 33rd Annual General Meeting till the conclusion of the 38th Annual General Meeting to be held for the FY 2030-31 subject to approval by the members in the ensuing AGM. In this regard the auditors have confirmed their eligibility under Section 141 of the Act and the Rules framed thereunder. The resolution pertaining to the appointment of Statutory Auditors forms part of the Notice of 33rd AGM.

33. COST AUDIT AND COST RECORDS

During the relevant period, for the purpose of Section 148 of the Act, read with the rules made thereunder, the requirement of cost audit was not applicable for the business activities carried out by the Company.

The Company has maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis including the result of operations of the Company for the year, as required under Schedule V of the LODR Regulations, is appended to the Directors Report as Annexure - A.

35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

No application was received or any proceedings filed under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2025-26.

36. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 (2) (f) of LODR Regulations, the Business Responsibility and Sustainability Report for the financial year 2025-26 is not applicable to the Company.

37. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, hereby state and confirm that:

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

b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2026 and the profits 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 the Act, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d) the annual accounts have been prepared on a ‘going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

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

38. INVESTOR EDUCATION AND PROTECTION FUND (IEPF) a) Transfer of unclaimed dividend

Pursuant to the applicable provisions of the Act, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules), all unpaid and unclaimed dividend are required to be transferred to the IEPF established by the Government of India, after completion of seven years. There was no dividend which remained unpaid or unclaimed which required transfer to the IEPF Authority in the Fy 2025-26.

b) Transfer of Shares to IEPF

According to the provisions of section 124 of the Act, and Rules made thereunder, the shares on which dividend has not been paid or claimed by shareholders for seven consecutive years shall be transferred to Demat account of IEPF Authority. There were no shares which required transfer as per the requirements of IEPF Rules during FY 2025-26.

39. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with SEBI (Prohibition & Insider Trading) Regulation, 2015 duly amended and approved at its board meeting with a view to regulate trading in securities by the designated persons of the Company.

40. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India has currently mandated compliance with the Secretarial Standards on board meetings and general meetings. During the year under review, the Company has complied with the applicable Secretarial Standards.

41. GREEN INITIATIVE

As part of our green initiative, the electronic copies of this Annual Report including the Notice of the 33rd AGM are sent to all members whose email addresses are registered with the Company / Registrar / Depository Participant(s). The Company welcomes and supports the ‘Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report, quarterly and half-yearly results, amongst others, to Shareholders at their e-mail address previously registered with the DPs and RTA.

Letter is being sent to the shareholders whose email addresses are not registered, providing the web-link of Companys website from where the Annual Report can be accessed. The Company shall send physical copy of the Annual Report Fy 2025-26 to those Members who request for the same at: companv.secretarv@smartlinkholdings.com mentioning their Folio No./DP ID and Client ID.

The Notice along with the Annual Report for FY 2025-26 is also available on the website of the Company at https://www.smartlinkholdings.com/ and also on the websites of the Stock Exchanges where the securities of the Company are listed, i.e., BSE Limited and the National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

The Company is providing e-voting facility to all its members to enable them to cast their votes electronically on business items set forth in the Notice. This is pursuant to Section 108 of the Act, and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the AGM Notice.

42. OTHER DISCLOSURES

The Government of India has enforced the four new Labour Codes with effect from 21st November, 2025, subsuming and rationalising various existing labour laws relating to wages, social security, industrial relations and occupational safety, health and working conditions. During the year under review, the Company evaluated the applicability and implications of these Codes on its operations and employment practices. Based on such assessment, necessary revisions were initiated in wage structures, statutory benefits, employment documentation, health and safety frameworks and employee settlement processes to align with the revised regulatory requirements currently in force.

Appropriate financial provisions have been made arising from the implementation of the new Labour Codes. The Company continues to ensure compliance in line with applicable rules and guidelines as may be notified by the authorities from time to time.

43. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude to all the customers, vendors, dealers, distributors, resellers, bankers, investors, the Goa Industrial Development Corporation, State Industries, Electricity Department and other Government authorities for their continued support, cooperation and valuable contribution to the Companys performance during the year.

The Directors also express their heartfelt appreciation to all employees of the Company for their dedication, commitment and valuable services rendered throughout the year, which have significantly contributed to the Companys growth and success.

For and on behalf of the Board of Directors
K. R. Naik	C.M. Gaonkar
Executive Chairman	Director
DIN: 00002013	DIN: 00002016
Place: Mumbai	Place: Mumbai
Date: May 13, 2026	Date: May 13, 2026