Spacenet Enterprises India Ltd Directors Report

To the Members of Spacenet Enterprises India Limited

Your Directors present the Sixteenth (16th) Boards Report on the business and operations of Spacenet Enterprises India Limited ("Company" or "Spacenet"), together with the audited standalone and consolidated financial statements for the financial year ended 31 March 2026. References to the "Group" include the Company and the entities consolidated with it.

1. FINANCIAL HIGHLIGHTS

Particulars (Rs. lakh)	Standalone FY 2025-26	Standalone FY 2024-25	Consolidated FY 2025-26	Consolidated FY 2024-25
Revenue from operations	9,141.56	10,181.49	19,471.15	15,705.42
Other income	308.65	34.36	475.61	102.21
Total income	9,450.21	10,215.85	19,946.76	15,807.63
Total expenses	9,129.08	9,814.36	18,195.03	14,487.97
Profit before tax	321.13	401.49	1,751.73	1,319.66
Profit after tax	239.62	301.49	1,644.89	1,216.87
Profit attributable to owners	239.62	301.49	1,607.12	1,189.25
Other comprehensive income/(loss)	(1.38)	0.42	600.46	71.15
Total comprehensive income	238.24	301.91	2,245.35	1,288.02
Basic and diluted EPS (Rs.)	0.04	0.05	0.29	0.22

Standalone revenue and profitability declined during the year, while consolidated revenue and profitability increased, primarily because of growth in the service-income segment. The financial results should be read together with the audited financial statements and notes forming part of the Annual Report.

2. STATE OF AFFAIRS AND PERFORMANCE

On a standalone basis, the Company continued to be engaged mainly in the trading of commodities and related goods. Revenue from operations was Rs.9,141.56 lakh compared with Rs.10,181.49 lakh in the previous year, and profit after tax was Rs.239.62 lakh compared with Rs.301.49 lakh. The lower standalone performance reflected the reduced scale of trading activity, higher finance costs and higher depreciation, partly offset by an increase in other income.

At the consolidated level, the Group reported revenue from operations of Rs.19,471.15 lakh and profit after tax of Rs.1,644.89 lakh. Service income increased to Rs.10,142.14 lakh and became the largest contributor to consolidated revenue, while trading revenue amounted to Rs.9,329.01 lakh. The Group continued to strengthen governance, risk management and digital processes while monitoring working capital, counterparty exposure and capital deployment.

3. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

The Board has not recommended any final dividend for FY 2025-26. Subsequent to the close of the financial year, the Board at its meeting held on 29 May 2026 declared an interim dividend of 1%, i.e., Rs.0.01 (One Paisa) per equity share of face value Rs.1 each for FY 2025-26. The Record Date was 5 June 2026 and the interim dividend was paid within the applicable regulatory timelines to eligible shareholders, subject to deduction of tax at source, wherever applicable.

The Dividend Distribution Policy is available on the Companys website in accordance with the SEBI Listing Regulations.

4. TRANSFER TO RESERVES

During the financial year under review, the Company has not transferred any amount out of the profits for the year to the General Reserve.

5. CHANGE IN THE NATURE OF BUSINESS

There was no change in the principal nature of business carried on by the Company during FY 2025-26. The Company continued to be engaged mainly in commodity trading. The incorporation of real-estate special- purpose vehicles during the year and the subsequent expansion of the Objects Clause provide an enabling framework for evaluating future opportunities and do not, by themselves, constitute commencement of a new principal business.

6. SHARE CAPITAL

During FY 2025-26, the Company allotted 14,28,000 equity shares on 26 June 2025 and 16,32,000 equity shares on 14 February 2026 upon exercise of vested options under the Spacenet Employee Stock Option Scheme 2021, aggregating 30,60,000 equity shares of Rs.1 each. No public issue, rights issue, preferential allotment, bonus issue, sweat-equity issue, issue with differential rights or buy-back was undertaken during the year.

Particulars	As at 31 March 2026
Authorised equity share capital	Rs.65,00,00,000 divided into 65,00,00,000 equity shares of Rs.1 each
Issued, subscribed and paid-up equity share capital	Rs.56,77,35,736 divided into 56,77,35,736 equity shares of Rs.1 each

7. EMPLOYEE STOCK OPTION SCHEME

The Spacenet Employee Stock Option Scheme 2021 is administered in accordance with the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. During the year, 30,60,000 equity shares were allotted on exercise of vested options and 2,60,000 options were granted on 14 February 2026. The prescribed disclosures and the certificate under Regulation 13 of the SEBI SBEB Regulations form part of this Report as Annexure - 10.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Entity	Relationship / status
Thalassa Enterprises Limited	Subsidiary
Winteg People Solutions Private Limited	Wholly owned subsidiary
Spacenet Tradetech HK Limited	Wholly owned subsidiary
Spacenet Enterprises FZCO	Subsidiary
Spacenet Realty Core LLP	Controlled subsidiary/LLP; incorporated 12 November 2025
Spacenet Urban Realty LLP	Controlled subsidiary/LLP; incorporated 12 November 2025

The two LLPs were established as special-purpose vehicles for evaluating real-estate and allied investment opportunities and had not commenced material commercial operations as at 31 March 2026. The Company did not have an associate or joint venture as at the year-end, based on the consolidation classification reflected in the audited results. Form AOC-1 is annexed to this Report as Annexure - 2.

9. CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026 have been prepared in accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, and other applicable statutory provisions.

The Consolidated Financial Statements incorporate the financial statements of the Company and its subsidiaries and present the consolidated financial position, financial performance, cash flows and changes in equity of the Group for the financial year under review.

The Audited Consolidated Financial Statements, together with the Independent Auditors Report, form an integral part of this Annual Report.

10. PUBLIC DEPOSITS

The Company did not accept any deposit within the meaning of Sections 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year. No principal or interest on public deposits was outstanding as at 31 March 2026.

11. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the National Stock Exchange of India Limited under the symbol "SPCENET". The applicable annual listing fees for FY 2025-26 have been paid within the prescribed timeline. The Company has also paid the annual custodial fees to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

12. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Board of Directors

The Board of Directors of the Company is constituted in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Board comprises an optimum combination of Executive, Non-Executive and Independent Directors possessing diverse skills, experience, expertise and professional backgrounds necessary for effective governance and strategic oversight of the Companys business.

The composition of the Board is in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. None of the Directors is disqualified from being appointed or continuing as a Director under the provisions of Section 164 of the Companies Act, 2013 or any other applicable law.

Board Diversity

The Company believes that diversity of the Board enhances the quality of decision-making by bringing together varied perspectives, professional expertise, industry experience, gender diversity, functional knowledge and global business exposure. All appointments to the Board are based on merit, competence and integrity, while ensuring an appropriate balance of skills and experience required for the Companys long-term growth.

Independent Directors

The Independent Directors have furnished declarations confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI Listing Regulations. The Board is satisfied that all the Independent Directors possess the requisite integrity, expertise, experience and proficiency and continue to fulfil the conditions of independence specified under the applicable provisions of law.

The Independent Directors have also confirmed compliance with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013 and have registered their names in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA), wherever applicable.

Boards Opinion

Based on the declarations received and the outcome of the annual performance evaluation, the Board is of the opinion that all the Independent Directors possess the requisite integrity, qualifications, expertise, experience and proficiency required to effectively discharge their duties and responsibilities.

Certificate regarding Directors

A certificate from the Practicing Company Secretary confirming that none of the Directors on the Board has been debarred or disqualified from being appointed or continuing as Director by the Securities and Exchange Board of India, the Ministry of Corporate Affairs or any other statutory authority forms part of the Corporate Governance Report to this Annual Report as Annexure - 9.

Boards Composition and Changes during FY 2025-26:

Person	Change during FY 2025-26
Dr. Sethurathnam Ravi (DIN: 00009790)	Continued as Chairperson and Non-Executive NonIndependent Director throughout FY 2025-26 and remained in office as at 31 March 2026.
Mr. Sarat Kumar Malik (DIN: 09791314)	Continued as Non-Executive Independent Director throughout FY 2025-26 and remained in office as at 31 March 2026.
Mr. Dasigi Venkata Surya Prakash Rao (DIN: 03013165)	Continued as Executive Director & Chief Financial Officer throughout FY 2025-26 and remained in office in the same capacity as at 31 March 2026.
Mr. Vasudevarao Maraka (DIN: 05111313)	Continued as Whole-Time Director throughout FY 2025-26 and remained in office as at 31 March 2026.
Mr. Prathipati Parthasarathi (DIN: 00004936)	Continued as Non-Executive Independent Director throughout FY 2025-26 and remained in office as at 31 March 2026. His first term, which commenced on 30 April 2021, was due to expire on 29 April 2026.
Mrs. Anima Rajmohan Nair (DIN: 02011183)	Continued as Non-Executive Independent Director / Woman Independent Director throughout FY 2025-26 and remained in office as at 31 March 2026.
Mr. Ghanshyam Dass (DIN: 01807011)	Resigned as Non-Executive Non-Independent Director with effect from 22 March 2026 due to personal reasons and accordingly ceased to be a Director before the close of FY 202526.
Mr. Monish Jaiswal (M. No.: A71187)	Continued as Company Secretary & Compliance Officer of the Company.

Changes in the Board after 31 March 2026 and up to the date of this Boards Report:

Person	Change during subsequent period
Mr. Prathipati Parthasarathi (DIN: 00004936)	First term as Independent Director expired on 29 April 2026; fresh second-term proposal placed before Members at the ensuing AGM
Mr. Deenadayal Tripurasetty (DIN: 10200896)	Appointed Additional Independent Director on 6 May 2026; five- year appointment approved by Members through postal ballot on 12 June 2026
Dr. Sethurathnam Ravi (DIN: 00009790)	Resigned as Non-Executive Non-Independent Director and Chairperson with effect from 1 June 2026
Mr. Dasigi Venkata Surya Prakash Rao (DIN:03013165)	Designated Chairperson with effect from 14 August 2026; continues as Executive Director & CFO
Mr. Srikanth Tatipaka (DIN: 10127391)	Appointed Additional Director (Non-Executive) with effect from 14 August 2026; regular appointment placed before Members

Board Meetings

Meeting	Dates during FY 2025-26
Board of Directors	30 May 2025; 12 August 2025; 13 November 2025; 14 February 2026

12. DIRECTORS AND OFFICERS (D&O) LIABILITY INSURANCE

In compliance with the provisions of Regulation 25(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Directors and Officers (D&O) Liability Insurance Policy for its Independent Directors and other eligible Directors. The policy provides appropriate insurance coverage against liabilities that may arise in the discharge of their duties and responsibilities, thereby enabling the Directors to perform their functions independently and effectively while safeguarding the interests of the Company and its stakeholders.

The Board is of the view that maintaining adequate D&O Liability Insurance reflects the Companys commitment to high standards of corporate governance and risk management.

13. DIRECTOR RETIRING BY ROTATION

In accordance with Section 152 of the Companies Act, 2013 and the Articles of Association, Mr. Dasigi Venkata Surya Prakash Rao (DIN: 03013165) retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

14. DECLARATIONS BY INDEPENDENT DIRECTORS

The Company received the declarations and confirmations prescribed under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations from the Independent Directors who held office during the year. In the opinion of the Board, the Independent Directors fulfilled the conditions of independence and were independent of the management during their respective tenures.

15. BOARD COMMITTEES

In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted the following Committees to assist the Board in the effective discharge of its fiduciary, governance and oversight responsibilities:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

Each Committee operates within the scope of its respective Charter approved by the Board and performs the roles and responsibilities assigned under the Companies Act, 2013, the SEBI Listing Regulations and other applicable laws. The Committees meet periodically to review matters within their respective domains and place their recommendations before the Board for consideration and approval.

During the financial year ended March 31, 2026, all recommendations and decisions of the Committees requiring Board approval were duly considered and accepted by the Board.

Meeting	Dates during FY 2025-26
Audit Committee	30 May 2025; 12 August 2025; 13 November 2025; 13 February 2026
Nomination and Remuneration Committee	14 February 2026
Stakeholders Relationship Committee	13 February 2026
Risk Management Committee	30 July 2025; 13 February 2026
Independent Directors	30 March 2026

The details of attendance, composition and terms of reference are set out in the Corporate Governance

Report. The Company complied with the applicable frequency and gap requirements for Board and Committee meetings during FY 2025-26.

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Schedule IV thereto, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of its Committees, the Chairperson, Individual Directors, including Independent Directors, and the Board as a whole.

The evaluation was conducted through a structured framework approved by the Nomination and Remuneration Committee, covering various parameters such as the composition of the Board, effectiveness of its functioning, quality of deliberations, strategic guidance, governance practices, decision-making process, participation of Directors, oversight of risk management, financial reporting, compliance framework, and contribution of individual Directors and Board Committees.

The Independent Directors, at their separate meeting held during the year, evaluated the performance of the Chairperson, the Non-Independent Directors and the Board as a whole, and also assessed the quality, adequacy and timeliness of the flow of information between the Management and the Board.

Based on the evaluation process, the Board concluded that its composition, diversity, governance framework and overall effectiveness continue to be appropriate and satisfactory, enabling it to effectively discharge its fiduciary and strategic responsibilities.

Further details regarding the Board Evaluation Framework and the criteria adopted for evaluation are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

17. NOMINATION AND REMUNERATION POLICY

The Company has adopted a Nomination and Remuneration Policy in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations. The Policy lays down the criteria for appointment, remuneration, qualifications, positive attributes, independence, performance evaluation and succession planning for Directors, Key Managerial Personnel and Senior Management Personnel.

The Policy is available on the Companys website at: https://www.spacenetent.com/

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

(a) In the preparation of the Annual Financial Statements for the financial year ended March 31, 2026, the applicable Indian Accounting Standards (Ind AS) have been followed and there are no material departures from the prescribed standards;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2026, and of the profit and cash flows of the Company for the financial year then ended;

(c) The Directors have 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 have prepared the Annual Financial Statements on a going concern basis;

(e) The Directors have laid down adequate internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively throughout the financial year; and

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

19. INTERNAL FINANCIAL CONTROLS

The Company has established an adequate system of internal controls and internal financial controls commensurate with the size, scale, nature, and complexity of its business operations. The internal control framework is designed to ensure orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, compliance with applicable laws and regulations, and the timely preparation of reliable financial information.

The Company has implemented appropriate policies, standard operating procedures, and authority matrices to ensure effective financial and operational controls across all business functions. The internal control systems are supported by periodic risk assessments, process reviews, and monitoring mechanisms to strengthen governance and operational efficiency.

The Audit Committee regularly reviews the adequacy and effectiveness of the internal control systems, significant audit observations, implementation of corrective actions, and compliance with statutory and regulatory requirements. The Internal Auditor carries out periodic audits based on a risk-based internal audit plan approved by the Audit Committee, and the findings, together with management responses, are placed before the Committee for review.

During the financial year under review, the Board of Directors, based on the evaluation of the internal financial controls and the reports of the Internal Auditor and Statutory Auditors, is of the opinion that the Companys internal financial control systems were adequate and operating effectively. No material weakness or significant deficiency in the design or operation of the internal financial controls was observed during the year.

20. RISK MANAGEMENT

The Company has a Risk Management Policy and framework for identifying, assessing, monitoring and mitigating strategic, operational, financial, liquidity, credit, commodity-price, foreign-exchange, technology, cybersecurity, regulatory, compliance and reputational risks. The Risk Management Committee and the Board periodically review material risks and mitigation measures. The Committee continues to be maintained in view of the continuation provisions under Regulation 3(2A) and 3(2B) of the SEBI Listing Regulations.

21. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 were not applicable to the Company for FY 202526. Accordingly, no CSR expenditure was required or incurred and the Annual Report on CSR Activities is not applicable. Any continuing obligation relating to an earlier year, if any, would remain independently enforceable.

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report ("BRSR") forms part of this Annual Report as Annexure 1. Although the Company was outside the top-1,000 threshold based on the relevant market-capitalisation ranking, the applicable provisions continue until the conditions for cessation under Regulation 3(2A) and 3(2B) of the SEBI Listing Regulations are satisfied.

23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with the applicable Rules made thereunder, the Company has made loans, investments, provided guarantees and/or securities in the ordinary course of business, in compliance with the applicable provisions of the Act.

The particulars of the loans, guarantees, securities and investments made during the financial year ended March 31,2026, together with the purpose for which such loans, guarantees or securities are proposed to be utilised by the recipients, are disclosed in the Notes forming part of the Standalone Financial Statements, which form an integral part of this Annual Report.

All such transactions were undertaken in compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws, and wherever required, were approved by the Board of Directors and the Members of the Company.

24. RELATED-PARTY TRANSACTIONS

Related-party transactions were reviewed and approved in accordance with Sections 177 and 188 of the Companies Act, 2013, Regulation 23 of the SEBI Listing Regulations and the Companys Related Party Transaction Policy. The policy was revised on 13 November 2025 to align with the updated SEBI framework and the Industry Standards on minimum information for review and approval of related-party transactions. The disclosures under the applicable accounting standards form part of the financial statements. Form AOC- 2 is annexed as Annexure 3, subject to final reconciliation with the audited note and Board/Audit Committee records.

25. MATERIAL SUBSIDIARY

Based on the audited financial statements for FY 2024-25 and the material-subsidiary test under Regulation 16(1 )(c) of the SEBI Listing Regulations applicable for FY 2025-26, no subsidiary of the Company qualified as a material subsidiary for FY 2025-26. Thalassa Enterprises Limited continued to be a subsidiary of the Company but did not meet the applicable turnover or net-worth threshold for classification as a material subsidiary for FY 2025-26.

26. AUDITORS AND AUDIT REPORTS Statutory Auditors

M/s Gorantla & Co., Chartered Accountants (Firm Registration No. 016943S), Statutory Auditors of the Company, have audited the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31,2026.

Statutory Auditors Report

The Statutory Auditors have expressed an unmodified opinion on the Standalone and Consolidated Financial Statements of the Company. The Auditors Reports do not contain any qualification, reservation, adverse remark or disclaimer requiring explanation or comment by the Board under Section 134(3)(f) of the Companies Act, 2013.

The observations and comments made by the Statutory Auditors in their Reports, including the matters reported under the Companies (Auditors Report) Order, 2020 ("CARO"), are self-explanatory and are appropriately dealt with in the relevant notes to the financial statements and therefore do not call for any further comments from the Board.

The Auditors have also reported that the Company has, in all material respects, adequate internal financial controls with reference to financial statements and that such controls were operating effectively as at March 31,2026.

Key Audit Matter

The Statutory Auditors have identified Revenue Recognition relating to trading of agri commodities and IT services as a Key Audit Matter. The matter relates principally to the application of judgments under Ind AS 115 in relation to recognition and presentation of revenue, assessment of control, identification of performance obligations and the method of revenue recognition for certain service contracts.

The Board notes that a Key Audit Matter represents an area which, in the professional judgment of the Statutory Auditors, required significant audit attention and does not constitute a qualification, reservation, adverse remark or disclaimer on the financial statements. Accordingly, no separate explanation of the Board is required in this regard.

Boards Reply / Explanation

There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors in their Reports for the financial year ended March 31, 2026. Accordingly, no explanation or comment of the Board is required pursuant to Section 134(3)(f) of the Companies Act, 2013..

Pursuant Secretarial Auditor

to the provisions of Section 204 of the Companies Act, 2013 read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s. Balaramakrishna & Associates, Company Secretaries (Firm Peer Review No. 5448/2024) as the Secretarial Auditors of the Company for conducting the Secretarial Audit for the financial year ended March 31,2026.

Secretarial Auditors Report

The Secretarial Auditor has reported that the Company has complied with the applicable provisions of the Act, Rules, Regulations, Guidelines and Secretarial Standards during the period under review. The Report does not contain any qualification, reservation, adverse remark or disclaimer requiring explanation by the Board.

With respect to the matter reported under relating to the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Secretarial Auditor has specifically stated that the Company had voluntarily deposited Rs. 12,07,942 with the SEBI IEPF upfront, in good faith and as a measure of regulatory cooperation, without admission of any violation or wrongdoing. The Auditor has further reported that there were no involvement of Unpublished Price Sensitive Information (UPSI) and no instance of insider trading and, accordingly, the matter does not represent an adverse compliance observation.

Boards Reply / Explanation

The Board has taken note of the aforesaid disclosure and the findings recorded by the Secretarial Auditor. Since the matter does not constitute a qualification, reservation, adverse remark or disclaimer in the Secretarial Audit Report, no further explanation or corrective action is required from the Board.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the SEBI Listing Regulations and the applicable SEBI Circulars, the Company has obtained the Annual Secretarial Compliance Report for the financial year ended March 31, 2026 from M/s. Balaramakrishna & Associates, Company Secretaries (Firm Peer Review No. 5448/2024), and the same has been submitted to BSE Limited within the prescribed statutory timeline.

The Annual Secretarial Compliance Report does not contain any qualification, reservation or adverse observation.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors has appointed M/s. Bhanumurali & Co., Chartered Accountants, as the Internal Auditors of the Company.

The Internal Auditors conduct risk-based internal audits in accordance with the internal audit plan approved by the Audit Committee and periodically submit their reports to the Audit Committee. The Audit Committee reviews the audit findings, adequacy of internal controls and implementation of corrective actions by the Management.

Cost Records and Cost Audit

The maintenance of cost records and appointment of Cost Auditors under Section 148 of the Companies Act, 2013 are not applicable to the Company for the financial year ended March 31,2026.

27. REPORTING OF FRAUDS

During the financial year under review, the Statutory Auditors, Secretarial Auditor and Internal Auditors have not reported any instance of fraud under Section 143(12) of the Companies Act, 2013 requiring reporting to the Central Government or the Audit Committee.

28. SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

During the financial year ended March 31, 2026, the Company has complied with Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), to the extent applicable. The Company continues to adhere to the prescribed secretarial practices and procedures to ensure sound corporate governance, statutory compliance and effective conduct of Board and Shareholders meetings.

29. VIGIL MECHANISM / WHISTLE-BLOWER POLICY

Pursuant to the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a robust Vigil Mechanism / Whistle Blower Policy to promote ethical business conduct, transparency, integrity and accountability across the organization.

The Policy provides an effective mechanism for Directors, employees and other stakeholders to report, in good faith, any actual or suspected instances of unethical behaviour, fraud, corruption, misconduct, violation of the Companys Code of Conduct, or any other genuine concerns, without fear of retaliation or victimisation.

The Vigil Mechanism provides adequate safeguards against victimisation of whistle blowers and ensures complete confidentiality of the identity of the complainant. It also provides direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

During the financial year ended March 31,2026, no person was denied access to the Chairperson of the Audit Committee, and the Board affirms that the Vigil Mechanism functioned effectively.

The Whistle Blower Policy is available on the Companys website at https://www.spacenetent.com/Investor- Relations.html.

30. EMPLOYEE STOCK OPTION SCHEMES (ESOPs)

The Company believes that equity-based incentive plans are an effective tool for attracting, retaining and motivating talented employees while fostering a culture of ownership and aligning their interests with the long-term growth and success of the Company and its shareholders.

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations"), the Company has implemented the following Employee Stock Option Schemes - Spacenet Enterprises India Limited ESOP Scheme, 2021.

The Schemes are administered in accordance with the provisions of the Companies Act, 2013, the SEBI SBEB & SE Regulations and other applicable laws.

The disclosures required under Section 62 of the Companies Act, 2013, Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, and Regulation 14 read with Part F of Schedule I of the SEBI (SBEB & SE) Regulations, 2021, including the details of the Employee Stock Option Schemes, form part of this Annual Report as Annexure-10 and are also available on the Companys website at https://www.spacenetent.com/

A certificate from the Secretarial Auditor confirming that the Employee Stock Option Schemes have been implemented in accordance with the applicable provisions of the SEBI (SBEB & SE) Regulations, 2021 will be made available for inspection by the Members in accordance with the applicable statutory and regulatory requirements.

31. ANNUAL RETURN

The Annual Return in Form MGT-7 for FY 2025-26 will be filed with the Registrar of Companies within the prescribed period and will be placed on the Companys website at the link required under Section 92(3) of the Companies Act, 2013. Website Link: https://www.spacenetent.com/Investor-Relations.html

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The Companys operations are not energy-intensive. The Company promotes digitisation, responsible consumption of electricity, paper and office resources, and disposal of e-waste through authorised vendors. The particulars of foreign-exchange earnings and outgo are as follow:

Particulars	FY 2025-26 (In Lakhs)	FY 2024-25 (In Lakhs)
Outgo	49.18	236.05
Earning	NIL	NIL

33. PARTICULARS OF EMPLOYEES AND REMUNERATION

The disclosures required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report as Annexure 11. The Company had 16 permanent employees as at 31 March 2026, comprising 13 male employees and 3 female employees.

34. PREVENTION OF SEXUAL HARASSMENT

The Company is committed to providing a safe, secure, respectful and inclusive workplace free from discrimination, harassment and intimidation.

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules framed thereunder, the Company has adopted a comprehensive Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace and has constituted an Internal Committee (IC) to deal with complaints relating to sexual harassment in accordance with the applicable statutory provisions.

The Policy seeks to promote a work environment based on mutual respect, dignity and equal opportunity, while providing an effective mechanism for prevention, prohibition and redressal of complaints of sexual harassment.

No complaint was pending at the beginning of the year, received during the year or pending at the end of the year.

35. MATERNITY BENEFIT ACT

The Company is committed to providing an inclusive, equitable and employee-friendly workplace and fully complies with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

Eligible women employees are provided with all statutory benefits prescribed under the Act, including maternity leave, maternity benefits, continuity of employment, nursing breaks and other applicable benefits. The Company also strives to create a supportive work environment that promotes employee well-being, work-life balance and equal opportunities.

The Company remains committed to safeguarding the rights, dignity and welfare of its women employees and ensuring compliance with all applicable labour and employment laws.

36. HUMAN RESOURCES

The Company firmly believes that its employees are its most valuable asset and the cornerstone of its continued growth and success. It remains committed to fostering a high-performance, inclusive and collaborative work environment that encourages innovation, continuous learning, professional development and employee well-being.

The Company continues to focus on attracting, developing and retaining talented professionals by providing opportunities for growth, performance-based recognition, leadership development and a culture of accountability and excellence. Employee engagement initiatives, skill enhancement programmes and a robust performance management framework continue to strengthen organizational capabilities.

Industrial relations remained cordial and harmonious throughout the financial year, and the Company places on record its appreciation for the commitment, dedication and valuable contributions of all its employees towards achieving the Companys strategic objectives..

37. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and believes that sound governance practices are fundamental to enhancing stakeholder value, ensuring transparency, accountability, ethical business conduct and sustainable growth.

The Companys Corporate Governance framework is aligned with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A separate Corporate Governance Report, together with the certificate issued by the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, forms an integral part of this Annual Report as Annexure - 5

The composition of the Board, Board Committees, governance framework and other disclosures required under the SEBI Listing Regulations are set out in the Corporate Governance Report.

38. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report, covering the Companys industry structure, business overview, opportunities and threats, operational and financial performance, outlook, risks and concerns, internal control systems, and other matters, forms an integral part of this Annual Report and is annexed herewith as Annexure 4.

39. CYBERSECURITY AND DATA

The Company recognizes cyber security and information security as key components of its enterprise risk management framework and continues to strengthen its technology infrastructure through appropriate governance, security controls, monitoring mechanisms and data protection measures.

During the financial year ended March 31, 2026, the Company did not experience any material cyber security incident, cyber attack, ransomware event, data breach or loss of critical business information or documents that had a material impact on its operations, financial position or stakeholders.

The Company continues to enhance its cyber resilience and information security practices through periodic risk assessments, security monitoring, access controls, business continuity measures and employee awareness initiatives to safeguard its digital infrastructure and information assets.

40. SIGNIFICANT AND MATERIAL ORDERS

Except for matters disclosed in the Secretarial Audit Report and Corporate Governance Report, no significant and material order was passed by a regulator, court or tribunal that would impact the going-concern status or future operations of the Company during the year.

41. MATERIAL CHANGES AND COMMITMENTS

Pursuant to Section 134(3)(l) of the Companies Act, 2013, the following matters occurring between 31 March 2026 and the date of this Report have been considered:

• The Company participated as a seller in the Offer for Sale of equity shares held in String Metaverse Limited through the stock-exchange mechanism on 21 and 22 April 2026. The transaction reduced the investment and resulted in receipt of sale consideration and the related gain/loss, as applicable.

• The Board declared an interim dividend of Rs.0.01 per equity share for FY 2025-26 on 29 May 2026, which was paid within the applicable regulatory timelines.

The increase in authorised share capital, alteration of the Objects Clause and enabling fund-raising approval obtained after year-end are disclosed under subsequent corporate developments. These enabling approvals did not, by themselves, alter the financial position until acted upon.

42. SUBSEQUENT CORPORATE DEVELOPMENTS

After the close of the year,:

• the Members approved, through postal ballot concluded on 12 June 2026,

• an increase in authorised share capital from Rs.65 crore to Rs.100 crore,

• alteration of the Memorandum of Association,

• an enabling fund-raising approval up to Rs.200 crore and

• the appointment of Mr. Deenadayal Tripurasetty as Independent Director.

On 14 August 2026, the Board considered the designation of the new Chairperson, appointment of Mr. Srikanth Tatipaka as Additional Director and recommendations to Members regarding director appointments, material related-party transactions and a proposed enabling fund-raising ceiling of Rs.500 crore.

43. INSOLVENCY AND BANKRUPTCY CODE

No application was made or proceeding was pending against or by the Company under the Insolvency and Bankruptcy Code, 2016 during FY 2025-26.

44. ONE-TIME SETTLEMENT

There was no one-time settlement with any bank or financial institution during the year and, accordingly, the disclosure relating to the difference between valuation at the time of one-time settlement and valuation while taking a loan is not applicable.

45. UNCLAIMED SHARES / SUSPENSE ACCOUNT

The Company did not have any shares lying in an Unclaimed Suspense Account or Demat Suspense Account as at 31 March 2026. Accordingly, the disclosures relating to movement in such accounts are not applicable to the Company.

46. TRANSFER OF SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, no Equity Shares of the Company were required to be transferred to the Demat Account of the Investor Education and Protection Fund Authority during the financial year ended March 31,2026.

47. INSURANCE

The Company has in place appropriate insurance policies covering its assets, properties, business operations and other insurable risks, commensurate with the nature and scale of its operations. The Board periodically reviews the adequacy of the insurance coverage to ensure appropriate protection against operational and business risks.

48. GREEN INITIATIVE

In line with the Green Initiative in Corporate Governance introduced by the Ministry of Corporate Affairs (MCA) and the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company continues to promote paperless communication with its shareholders and other stakeholders.

The Annual Report, Notice of the Annual General Meeting and other statutory communications are sent in electronic mode to those Members whose e-mail addresses are registered with the Company, its Registrar and Share Transfer Agent or the respective Depository Participants. These documents are also made available on the Companys website for easy access by the Members.

The Company encourages all shareholders holding shares in physical form to register or update their e-mail addresses with the Registrar and Share Transfer Agent and those holding shares in dematerialized form to update their e-mail addresses with their respective Depository Participants to facilitate timely electronic communication and contribute towards environmental sustainability.

49. ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation and gratitude to all stakeholders for their continued trust, confidence and unwavering support extended to the Company during the financial year.

The Board expresses its heartfelt thanks to the Companys shareholders, customers, business associates, suppliers, vendors, bankers, financial institutions and strategic partners for their continued confidence in the Company and for their valuable support in achieving its business objectives.

The Directors also place on record their deep appreciation for the dedication, professionalism and commitment demonstrated by the employees at all levels. Their relentless efforts, innovation and teamwork have been instrumental in the Companys continued growth, operational excellence and successful execution of its strategic initiatives.

The Board further acknowledges with gratitude the guidance, cooperation and support extended by the Ministry of Corporate Affairs, Registrar of Companies, Securities and Exchange Board of India (SEBI), National Stock Exvhange of India Limited, National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL), Reserve Bank of India, Income Tax Authorities, Goods and Services Tax Authorities, other Central and State Government Departments, statutory authorities and regulatory agencies for their continued assistance and cooperation.

The Board also expresses its appreciation to the Companys Statutory Auditors, Secretarial Auditor, Internal Auditors, Cost Consultants (where applicable), Registrar and Share Transfer Agent, Legal Advisors and other professional advisors for their valuable guidance and continued support.

The Directors remain confident that, with the continued support of all stakeholders, the Company will continue to strengthen its business, create sustainable long-term value and achieve greater milestones in the years ahead.

SIGNATURES

For Spacenet Enterprises India Limited	For Spacenet Enterprises India Limited
Sd/-
Dasigi Venkata Surya Prakash Rao	Sd/-
Chairperson (w.e.f. 14.08.2026), Executive	Vasudevarao Maraka
Director & CFO	Whole-Time Director
DIN:03013165	DIN:05111313
Place: Hyderabad	Place: Hyderabad
Date: 14 August 2026	Date: 14 August 2026