SRIT India Ltd Directors Report

To:

The Members of SRIT INDIA LIMITED

(CIN: U72200KA1999PLC025692)

The Board of Directors of your Company has great pleasure in presenting the 27 th Annual Report together with Audited Financial Statements for the Financial Year ended on 31 st March, 2026 highlighting the business and operations of the Company.

1. FINANCIAL HIGHLIGHTS

Standalone Revenue from Operations comprising of Sales and Services including other Income for the Financial Year ended 31 st March, 2026 is Rs 4,519.71 million as compared with Rs. 3,917.52 million during the previous year. The Consolidated Revenue for the Financial Year ended 31 st March, 2026 is Rs.4,625.38 million as compared with Rs. 4,005.02 million during the previous year. The details are summarized below:

(Amount in Rupees million

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	4,395.33	3,800.88	4,499.99	3,893.47
Other Income	124.38	116.64	125.39	111.55
Total Income	4,519.71	3,917.52	4 ,625.38	4,005.02
Total Expenditure	3,986.47	3,447.84	4 ,103.07	3,538.02
Profit / (Loss) before Depreciation	613.4	492.62	607.27	495.5
Less: Depreciation	80.16	22.94	84.96	28.50
Profit / (Loss) after Depreciation	533.24	469.68	522.31	467.00
Exceptional & Extraordinary items	0.00	0.00	0.00	0.00
Profit / (Loss) before Tax	533.24	469.68	522.31	467.00
Less: Tax Expenses (Net including deferred tax)	124.77	122.04	113.37	129.13
Profit After Tax	408.47	347.64	408.94	337.87

2. OPERATIONAL HIGHLIGHTS AND STATE OF AFFAIRS

SRIT has continued its trajectory of disciplined growth, strengthening its position as a multi-vertical Software Development and Systems Integration Enterprise. During the year under review the Company delivered robust operational performance while staying firmly aligned with its core philosophy of sustainable growth and long-term value creation, an approach that remains non-negotiable.

The Company will continue to operate across three strategic verticals -Electronic Health, Electronic Governance and Managed Services for High-Speed Broadband and IP-MPLS Network Operators. Across each of these domains, SRIT has already begun making conscious and concerted efforts to embed Artificial Intelligence (AI) interventions and Al-led use cases into every ICT project being executed. This transition will mark a pivotal evolution in the Companys approach - from conventional systems integration to intelligent, adaptive, and insight-driven digital ecosystems.

In the Electronic Health vertical, the Company continues to enable hospitals, care providers, and healthcare ecosystems through integrated software platforms and medical infrastructure. Increasingly, these deployments will be augmented with AI capabilities to enhance clinical decision-making, optimize resource utilization and improve patient outcomes.

Within the Electronic Governance vertical, SRIT has further strengthened its engagement with Government Departments across transport, law enforcement, revenue, and policy-making sectors. Al-enabled platforms are being leveraged to drive efficiency, transparency, and predictive governance capabilities.

As a Managed Service Provider, the Company continues to support high-speed broadband and IP-MPLS network operators, delivering resilient and scalable network management, operations management and revenue-cycle-management solutions, while exploring Al-driven network optimization and predictive maintenance frameworks.

The Companys financial performance reflects its strong execution capabilities and growing market acceptance. This consistent growth trajectory is supported by a healthy order book and a robust pipeline of opportunities, providing strong visibility for sustained future performance. The Company remains committed to tracking and executing its initiatives in a structured, carefully planned and analytically driven manner ensuring operational discipline alongside innovation.

FUTURE BUSINESS PLANS AND PROSPECTS

The outlook for SRIT remains highly encouraging, underpinned by sectoral demand, technological transformation and the Companys strategic direction. The Companys future growth will be driven by a focused emphasis on Al-led transformation, particularly within the healthcare and government sectors.

To accelerate this vision, SRIT is implementing a two-pronged strategy:

1. Strategic Investments in Artificial Intelligence

The Company will be making targeted investments in AI capabilities including the incubation of two start-up ventures focused on developing AI platforms, models and tools. These initiatives are expected to create proprietary technological assets and strengthen SRITs competitive positioning. In parallel, the Company will be investing in workforce development to build a future-ready organization. Efforts are underway to upskill employees in digital and Al-related competencies, while also ensuring that individuals in traditional

roles are enabled to participate in and benefit from emerging economic opportunities driven by AI. The objective is to create an inclusive growth ecosystem where technology augmentation complements human potential.

2. Expansion in Electronic Governance - Health, Transport, Energy & Utilities Focus

In the Electronic Governance domain, the Company will prioritize growth in the Health, Transport, Energy and Power Utility sector over the near to midterm. The strategic objective is to build a substantial order book in areas such as connected health, traffic enforcement, electricity transformer asset management and transformer health monitoring systems. Additionally, the Company aims to establish its position in the Cyber Security Operations Centre (C-SOC) space by laying particular emphasis around the utility sector requirements, thereby addressing the increasing need for critical infrastructure protection and cyber resilience.

STRATEGIC OUTLOOK: NEAR-TERM, MID-TERM, AND LONG-TERM

Near-Term

The Company will focus on scaling its current order book, accelerating AI integration across ongoing projects and expanding its footprint in the energy and utilities segment. Strengthening execution capabilities and delivering higher- value projects will remain a priority.

Mid-Term

SRIT aims to establish itself as a leading Al-enabled solutions provider across healthcare and governance sectors. The incubation initiatives are expected to mature into scalable platforms, contributing to new revenue streams. Geographic expansion and deeper sectoral penetration will also be key focus areas.

Long-Term:

The Company envisions transforming into a globally recognized Software & ICT powerhouse driven by AI innovation, platform-based offerings and large-scale digital infrastructure projects. Sustainable value creation, supported by technology leadership and human capital development, will remain central to its long-term strategy.

SRIT stands at a significant inflection point. With a strong financial foundation, a growing portfolio of high-impact projects and a clear strategic emphasis on AI- driven transformation, the Company is well-positioned to capitalize on emerging opportunities. The Board remains confident that the Companys disciplined approach combined with its forward-looking investments and commitment to innovation will continue to deliver sustainable growth and long-term value for all stakeholders.

3. SUBSIDIARY COMPANY AND SUBSIDIARY LLP

The Company has one Subsidiary company and one Subsidiary LLP as detailed below:

• RICT India Private Limited (Subsidiary Company)

• Sharp and Turner LLP (Subsidiary LLP)

Highlights of Performance are as under: RICT India Private Limited

Total income for the Financial Year 2025-26 was Rs. 114.26 million as compared to Rs. 535.13 million during the previous Financial Year. The Company made a loss (after tax) of Rs.2.23 million during the current Financial Year as compared to loss (after tax) of Rs. 8.05 million during previous Financial Year.

Sharp and Turner LLP

The LLP incurred a loss after tax of Rs. 0.021 million during the year, as compared to a loss after tax of Rs. 0.017 million during the previous year.

A Statement containing the salient features of the Financial Statements of subsidiaries in the prescribed format AOC-1 is appended as Annexure III to the Boards report.

Ceased Subsidiaries:

The following companies ceased to be subsidiaries during the year under review due to voluntary strike-off:

• SRIT Healthcare Solutions Private Limited

• SRIT Enterprise Solutions Private Limited

4. JOINT VENTURE OR ASSOCIATE COMPANY

The Company does not have any Joint Venture or Associate Company.

5. DIVIDEND

With a view of the conservation of resources, the Board of Directors do not recommend any dividend for the Financial Year 2025-26.

6. TRANSFER TO RESERVES

During the Financial Year ended 31 st March, 2026, the Company does not propose to transfer any amount to any reserves.

7. CHANGES IN SHARE CAPITAL

a) AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the Company is ? 155,15,00,000/- divided into 31,03,00,000 Equity Shares of ?5/- each. There was no change in the Authorised Share Capital during the year under review.

b) BUY-BACK OF SECURITES

During the year under review, the Company did not undertake any buy-back of its shares.

c) SPLITTING UP OF SHARES

During the year under review, there was no split or sub-division of shares of the Company.

d) BONUS SHARES

During the year under review, the Company did not issue any bonus shares.

e) ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS AND SWEAT EQUITY SHARES.

During the year under review, the Company did not issue any shares with differential voting rights nor did it issue any sweat equity shares.

f) RIGHT ISSUE OF SHARES

During the year under review, the Company did not issue any rights shares.

g) CONVERSION OF LOAN INTO EQUITY

During the year, unsecured loans aggregating ^28,02,34,710 from the Promoter Directors were converted into 40,03,353 fully paid-up Equity Shares in accordance with the Loan Agreements and Section 62(3) of the Companies Act, 2013.

hi PRE-IPO PRIVATE PLACEMENT OF SHARES

During the year under review, the Company made a Pre-IPO Private Placement of 30,00,000 (Thirty Lakh) Equity Shares of face value ?5/- each at a premium of ?90/- per share, aggregating to an issue price of ?95/- per Equity Share. The total amount raised through the issue was ?28,50,00,000/- (Rupees Twenty-Eight Crore Fifty Lakhs Only).

i) PAID UP SHARE CAPITAL

The paid-up share capital of the Company is ?23,73,58,785 divided into 4,74,71,757 equity shares of ?5/- each.

j) EMPLOYEE STOCK OPTION PLAN, 2025 (ESOP 20251

The Shareholders of the Company, at the Extra-Ordinary General Meeting held on 28 th April, 2025, approved implementation of Employees Stock Option Plan, 2025 (ESOP 2025), by way of special resolution, authorizing the Board of Directors and/or Nomination and Remuneration Committee to Grant stock options not exceeding 30,00,000 Equity Shares (Options) having a face value of Rs.5/- (Rupees Five only) each, to the eligible Employees in one or more tranches, from time to time.

The options shall be granted and the equity shares shall be allotted upon exercise of the vested options, on such terms and conditions as may be determined by the Board of Directors and/or the Nomination and Remuneration Committee in accordance with ESOP 2025 and the applicable provisions of the Companies Act, 2013, the rules made thereunder, and other applicable laws and regulations.

The Company proposes to implement ESOP 2025 and make grants thereunder after the listing of its equity shares on the Stock Exchange(s), subject to the applicable laws and regulations.

Accordingly, no options were granted, vested, exercised, lapsed or allotted under ESOP 2025 during the financial year under review.

8. PROPOSED PUBLIC ISSUE OF EQUITY SHARES

The Company proposes to enter the Capital Market soon with the Initial Public Offering (IPO) comprising a fresh issue of 1,68,00,000 (One Crore Sixty-Eight Lakh Shares, subject to applicable statutory and regulatory approvals, prevailing market conditions and other relevant considerations.

In connection with the proposed IPO, the Company has filed the Draft Red Herring Prospectus (DRHP) with the Securities and Exchange Board of India (SEBI), the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) in accordance with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The Company has received inprinciple approvals from both the NSE and BSE for the proposed listing of its Equity Shares on their respective Stock Exchanges on 29 th April, 2026. Further SEBI has also issued its observations/approval on the DRHP on 19 th June, 2026.

The proposed IPO is expected to strengthen the Companys capital base, support its long-term growth and expansion plans, enhance its visibility and brand value.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL

A. WHOLE-TIME DIRECTORS & KEY MANAGERIAL PERSONNEL

1. REDESIGNATION AND RE-APPOINTMENT OF DR. NAMBIAR RAGHAVAN MADHUSOODAN AS CHAIRMAN & MANAGING DIRECTOR

Dr. Nambiar Raghavan Madhusoodan (DIN: 00882507) was re-designated from Chairman & Chief Executive Officer to Chairman & Managing Director with effect from 28 th April, 2025.

Further, he was re-appointed as Managing Director for a term of five years with effect from 28 th April, 2025 to 27 th April, 2030.

2. RE-APPOINTMENT OF MRS. PRASAKTHA VAKKIYL NAMBIAR AS WHOLE TIME DIRECTOR

Mrs. Prasaktha Vakkiyl Nambiar (DIN: 02389642) was re-appointed as Whole-time Director for a term of five years w.e.f. from 28 th April, 2025 to 27 th April, 2030.

3. APPOINTMENT OF MR. MARTIN POOVAKKULAM CHACKO AS WHOLE TIME DIRECTOR

Mr. Martin Poovakkulam Chacko (DIN: 01747011) was appointed as Wholetime Director of the Company for a term of five years w.e.f. from 28 th April, 2025 to 27 th April, 2030.

4. APPOINTMENT OF MR. MANESH M. GEORGE AS A CFO AND KMP

Mr. Manesh M. George was appointed as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from 28 th April, 2025.

5. CHANGE OF COMPANY SECRETARY

Ms. Geetha Desikachari resigned from the position of Company Secretary of the Company with effect from 16 th May, 2025. Thereafter, Ms. Nidhi Hitesh Vaswani (FCS: 9251) was appointed as the Company Secretary and Compliance Officer (KMP) of the Company with effect from 21 st May, 2025.

B. INDEPENDENT DIRECTORS

Pursuant to the Companys conversion into a Public Limited Company and proposed listing of its Equity Shares, the Board was reconstituted in compliance with the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. Accordingly, Independent Directors were appointed and their appointments were subsequently approved by the Members.

The details of the Independent Directors appointed during the year are as under:

SI. Name of Independent No. Directors	DIN	Date of appointment as Additional Director	Date of Regularisation by the Members
1 Mr. Sadasivan Girish Kumar #	03385073	28 th April, 2025	28* May, 2025
2 Mr. Rangan Thiyagarajan	06906198	28 th April, 2025	28* May, 2025
3 Mr. Karthick Varadarajan	00220097	28 th April, 2025	28* May, 2025
4 Mr. Thiruvengadam Ashok	01971439	25 th July, 2025	16* September, 2025
5 Mr. Suresh B. Menon	11064181	10 th December, 2025	27* February, 2026

# Resigned w.e.f. 7 th November, 2025.

All the Independent Directors of the Company have submitted declarations confirming that they meet the criteria of independence as prescribed under Section 149(7) of the Act, and that there has been no change in the circumstances affecting their status as Independent Directors.

The Board is of the opinion that the Independent Directors possess the requisite integrity, expertise and experience to effectively discharge their duties and contribute independently to the functioning of the Board.

C. COMPOSITION OF THE BOARD

As on 31 st March, 2026, the Companys Board comprised of eight (8) Directors. The Board maintains an optimum combination of Executive and Non- Executive Directors, consisting of three (3) Whole-time Directors led by the

Chairman & Managing Director, two (2) Whole-time Directors (including one (1) Woman Director), one (1) Non-Executive Non-Independent Director, and four (4) Independent Directors.

The composition of the Board has been duly structured in accordance with the provisions of the Companies Act, 2013 and is in alignment with the applicable requirements of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, keeping in view the Companys ongoing process of listing its Equity Shares on the Stock Exchanges.

The Board of Directors of the Company as on 31 st March, 2026 is as follows:

Sl.No. Name	DIN	Designation
j Dr. Nambiar Raghavan Madhusoodan	00882507	Chairman & Managing Director
2 Mrs. Prasaktha Vakkiyl Nambiar	02389642	Whole Time Director
3 Mr. Martin Poovakkulam Chacko	01747011	Whole Time Director
4 Mr. Ramachandran Ravichandran	10416022	Non-Executive Non- Independent Director
5 Mr. Rangan Thiyagarajan	06906198	Independent Director
6 Mr. Karthick Varadarajan	00220097	Independent Director
7 Mr. Thiruvengadam Ashok	01971439	Independent Director
8 Mr. Suresh B. Menon #	11064181	Independent Director

# Mr. Suresh B. Menon has been appointed as an Independent Director on 10 th December, 2025 consequent upon the resignation of Mr. Sadasiuan Girish Kumar on 7 th November ,2025.

The Board further confirms that none of the Directors are disqualified from being appointed or continuing as Directors in terms of Section 164(2) of the Companies Act, 2013.

D. CESSATION OF DIRECTORS

Mr. Sadasivan Girish Kumar (DIN: 03385073) tendered his resignation from the office of Independent Director of the Company with effect from 7 th November, 2025 due to personal reasons. The Board placed on record its appreciation for the valuable guidance and support extended by him during his tenure as Director of the Company.

E. DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mrs. Prasaktha Vakkiyl Nambiar (DIN: 02389642), Whole-time Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment. The Board recommends her re-appointment in the best interests of the Company. The relevant details of Mrs. Prasaktha Vakkiyl Nambiar form part of the Notice convening the ensuing AGM.

10. MEETINGS OF THE BOARD

The Board met 9 times during the year under review, viz., 4 th April, 2025; 28 th April, 2025; 19 th June, 2025; 30 th June, 2025; 25 th July, 2025; 16 th September,

2025; 10 th December, 2025; 29 th January, 2026; and 24 th March, 2026. The maximum interval between two meetings of the Board is within the time limits prescribed under Section 173 of the Act.

The names of the Directors, the number of Meetings held during the Financial Year 2025-26 and their attendance at the Board Meetings are as under:

SI. Name of Directors No.	Designation	Total Number of Meetings held	Number of Meetings attended	Last Annual General Meeting held on 25/07/2025
1 Dr. Nambiar Raghavan Madhusoodan	Chairman & Managing Director	9	9	Yes
2 Mrs. Prasaktha Vakkiyl Nambiar	Whole-Time Director	9	9	Yes
3 Mr. Martin Poovakulam Chacko	Whole-Time Director	9	6	Yes
4 Mr. Ramachandran Ravichandran	Non-Executive Non- Independent Director	9	2	No
5 Mr. Rangan Thiyagarajan	Independent Director	9	8	Yes
6 Mr. Karthick Varadarajan	Independent Director	9	8	Yes
7 Mr. Sadasivan Girish Kumar *	Independent Director	9	5	Yes
8 Mr. Thiruvengadam Ashok	Independent Director	9	4	N.A.
9 Mr. Suresh B Menon	Independent Director	9	3	N.A.

* Resigned w.e.f. 7 th November, 2025.

11. INDEPENDENT DIRECTORS MEETING

A separate meeting of the Independent Directors of the Company was held on 24 th March, 2026 in accordance with the provisions of the Companies Act, 2013 to consider matters prescribed thereunder.

12. COMMITTEES OF THE BOARD

There are 7 (Seven) Board Committees comprising 5 (five) statutory committees and 2 (two) non-statutory committees, namely, (a) Finance and Investment Committee (FIC), constituted to oversee matters relating to financial management, accounting systems, investments, borrowings and deployment of surplus funds, and (b) IPO Committee, constituted to oversee matters relating to the proposed initial public offering and listing of the Companys Equity Shares and to undertake actions incidental thereto.

The details of the statutory committees are as under:

1. Audit Committee: The Audit Committee met 7 times during the year under review, viz., 2026; 19 ,h June, 2025; 30 th June, 2025; 25 th July, 2025; 16 th September, 2025; 10 th December, 2025; 29 th January, 2026; and 24 th March, 2026. The details are as under:

SI. Name of Members No.	Position	Category	Number of Meetings held	Number of Meetings attended
1 Mr. Rangan Thiyagarajan	Chairman	Independent Director	7	7
2 Mrs. Prasaktha Vakkiyl Nambiar	Member	Whole-Time Director	7	7
3 Mr. Karthick Varadarajan	Member	Independent Director	7	7

2. Nomination and Remuneration Committee (NRC): The Committee met 3 times during the year under review, viz., 2026; 19 th June, 2025; 2025; 25 lh July, 2025; and 10 th December, 2025. The details are as under:

SI. Name of Members No.	Position	Category	Number of Meetings held	Number of Meetings attended
1 Mr. Sadasivan Girish Kumar #	Chairman	Independent Director	3	2
2. Mr. Suresh B Menon ##	Chairman	Independent Director	3	1
2 Mr. Rangan Thiyagarajan	Member	Independent Director	3	3
3 Mr. Ramachandran Ravichandran	Member	Non-Executive Non-Independent Director	0	0

# Resigned w.e.f. 7 th November, 2025.

## Appointed w.e.f. 10 th December, 2025.

3. Stakeholders Relationship Committee (SRC): The Committee met once on 19 th June, 2025. The details are as under:

SI. Name of Members No.	Position	Category	Number of Meetings held	Number of Meetings attended
1 Mr. Karthick Varadarajan	Chairman	Independent Director	1	1
2 Mr. Martin Poovakkulam Chacko	Member	Whole-Time Director	1	1
3 Mr. Rangan Thiyagarajan	Member	Independent Director	1	1

4. Risk Management Committee (RMC): The provisions relating to the

constitution of a Risk Management Committee are not applicable to the Company. However, as a matter of good governance practice, the Company has voluntarily constituted a Risk Management Committee in line with Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. No meeting of the Risk Management Committee was held during the year under review. The composition of the Committee as on 31 st March, 2026 is as under:

SI. Name of Members No.	Position	Category
1 Dr. Madhusoodan Raghavan Nambiar	Chairman cum Managing Director	Whole-Time Director
2 Mr. Martin Poovakkulam Chacko	Whole-Time Director	Whole-Time Director
3 Mr. Thiruvengadam Ashok	Independent Director	Independent Director

5. Corporate Social Responsibility Committee (CSR) : While the provisions of Section 135 of the Companies Act, 2013 apply to the Company, the constitution of a separate CSR Committee is not mandatory. However, as a measure of good corporate governance, the Board has voluntarily formed this Committee.

The Committee met twice during the year, on 19 th June, 2025 and 2 nd February 2026. The composition of the CSR Committee and other relevant details are provided in Annexure I, which forms part of this Report.

13. CORPORATE SOCIAL RESPONSIBILTY POLICY

The Company has formulated a Corporate Social Responsibility (CSR) Policy in compliance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is available on the Companys website at .

14. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - II to this Report.

15. RELATED PARTY TRANSACTIONS

The Company entered transaction with the related parties within the meaning of Section 188 of the Companies Act, 2013. A detailed report in Form AOC-2 on contracts and arrangements made during the Financial Year, which is in the ordinary course of business and at arms length transactions, have been reported in Annexure- IV and attached hereto. The disclosure of transactions with Related Party for the year under review is given in Notes to the Balance Sheet.

16. NOMINATION AND REMUNERATION POLICY

Pursuant to the conversion of the Company into a Public Limited Company the Board of Directors, at its meeting held on 10 ,h December, 2025 adopted the Policy on Appointment and Remuneration of Directors and Senior Management. The Policy, inter alia, sets out the criteria for determining qualifications, positive attributes and independence of Directors. The said Policy is available on the Companys website at https:/ / /s/Nomination-and-

Remuneration-Policy.pdf.

17. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors in terms of Section 134 (3) (c) states that:

a) In the preparation of the annual accounts for the year ended 31 st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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 true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit and Loss of the Company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a going concern basis and

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

18. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as of 31st March, 2026 is available on the Companys website at

19. AUDITORS AND AUDITORS REPORT

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. Brahmayya & Co. Chartered Accountants (F.R.N: 000515S) Bengaluru, were appointed as the Statutory Auditors of the Company at the last Annual General Meeting held on 25 th July, 2025 for a term of five consecutive years commencing from Financial Years from 2025-26 to 2029-30 (i.e., till the conclusion of 31 st Annual General Meeting).

The Statutory Audit Report on the Companys standalone and consolidated Financial Statements for the Financial Year ended 2025-26 are part of the Annual Report. The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. There are no qualifications or observations made by the Statutory Auditor in the said Report.

20. INTERNAL AUDIT REPORT

M/s. V Narayanan and Associates, Chartered Accountants (Firm Registration No. 030215S), Bengaluru, the Internal Auditors of the Company, have submitted their Internal Audit Reports periodically for the year ended 31 st March, 2026 and same were considered and taken on record by the Audit Committee and the Board.

21. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Thirupal Gorige & Associates LLP (LLP Identification No.AAL-8217), Practicing Company Secretaries, Bengaluru, to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2026.

The Secretarial Audit Report in Form MR-3 is enclosed as Annexure V to this Report. The Secretarial Auditors Report does not contain any qualifications, reservations, or adverse remarks.

22. COST RECORDS AND COST AUDIT

Maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013 is not applicable to the Company.

23. DEPOSITS

The Company has not accepted deposits either from members or public within the meaning of Section 73 or 76 of Companies Act, 2013 read with Rules made thereunder.

24. LOANS FROM DIRECTORS

During the year under review the Company has obtained unsecured loan from Directors of the Company, for which they have given declarations to the effect that the Loan amount is not being given out of funds acquired by them by borrowings or accepting loans or deposits from others.

The Details of Loan from Directors were as below:

(Amount in Rupees million)

Name of the Director	Balance As on 1st April 2025	Addition During the Year (receipts)	Reduction During the Year (payment)	Conversion of Loan into Equity	Interest During the Year	Balance as on 31st March, 2026
Dr. Nambiar Raghavan Madhusoodan	191.72	54.04	4.08	186.08	4.60	60.21
Mrs. Prasaktha Vakkiyl Nambiar	49.96	-	1.27	47.91	0.29	1.06
Mr. Martin Poovakulam Chacko	48.12	29.10	5.08	46.25	1.93	27.82
TOTAL	289.79	83.15	10.43	280.23	6.82	89.10

25. MATERIAL CHANGES OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR (31.3.2026) AND THE DATE OF THE REPORT (23.06.2026)

INCORPORATION OF SRIT LIFE SCIENCES LLP

The Board at its Meeting held on 24th March, 2026 had approved incorporation of SRIT Life Sciences LLP as a Special Purpose Vehicle (SPV) for undertaking healthcare technology and systems integration projects across India with a Capital of Rs.l,00,000/-(with majority contribution of 51% by SRIT). Accordingly, the said LLP was incorporated under the name and style SRIT LIFE SCIENCES LLP pursuant to the provisions of Limited Liability Partnership Act, 2008 (LLP Act) as per Certificate of Incorporation issued by the Registrar of Companies, Central Registration Centre, on 10 th April, 2026 (LLPIN: ACX-1437).

The main objective of the LLP is to execute projects relating to healthcare systems integration, configuration, supply chain management, logistics, warehousing and allied support services for Government and institutional healthcare sectors. The LLP is expected to enhance the Companys operational and project execution capabilities in the healthcare segment and support the anticipated expansion of the Companys healthcare business vertical in the coming years.

26. RISK MANAGEMENT POLICY

The Risk Management Policy is in compliance with Section 134(3) (n) of the Companies Act 2013 which requires the Company to lay down procedure for risk assessment and procedure for risk minimization. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management.

The Board ensures that all the current and future material risk exposures of the company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e., to ensure adequate systems for risk management. The Company enables compliance with all appropriate laws and regulations, wherever applicable, through the adoption of best practices.

The Board of Directors of the Company periodically reviews and evaluates the risk management system of the Company so that the management controls the risks through properly defined network.

27. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has complied with the provisions of Section 186 of Companies Act, 2013 to the extent applicable in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

28. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to Financial Statements commensurate with the nature and size of the Company.

29. A. CONSERVATION OF ENERGY

Particulars with respect to conservation of energy pursuant to rule 8 (3) A of the Companies (Accounts) Rules 2014 -

SI. No Particulars	Steps/Amount
1. Steps taken or impact on conservation of energy	Nil
2. Steps taken by the Company for utilizing alternate sources of energy	Nil
3. Capital investment on energy conservation equipment	Nil

B. COMMITMENT TO SUSTAINABILTY

SRIT is dedicated to the conservation and responsible use of natural resources. The organization is actively working to lower energy usage by optimizing code and embedding environmentally sustainable practices across the entire software development lifecycle. It is also selecting energy-efficient infrastructure, promoting sustainable data centre operations and building software with a focus on durability and efficient resource utilization. Further, SRIT emphasizes openness regarding its environmental footprint and regularly communicates its sustainability initiatives to all stakeholders.

C. TECHNOLOGY ABSORPTION

Particulars with respect to technology absorption pursuant to Rule 8(3) B of the Companies (Accounts) Rules 2014 are not given since the Company has not spent any amount towards technology absorption.

D. FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Rule 8(3) C of the Companies (Accounts) Rules

(Amount in Rupees million

Particulars	2025-26	2024-25
Foreign Exchange earnings	253.94	40.72
Foreign Exchange outgo	101.56	100.53

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

The Company maintains a zero-tolerance approach towards sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules made thereunder.

Further, the Company has complied with provisions relating to the constitution of the Internal Complaints Committee as required under the said POSH Act.

During the year under review, no complaints pertaining to sexual harassment were received by the Company.

31. DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961

The Company declare that they have complied with Maternity Benefit Act, 1961 including any amendments thereunder.

32. GENDER-WISE COMPOSITION OF EMPLOYEES

The total employee count as on 31st March, 2026 is 177 employees. The gender- wise employee strength of the Company as on 31st is as under:

SI.No. Particulars	No. of Employees
1. Male Employees	156
2. Female Employees	21
3. Transgender Employees	0

33. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism in the form of a Whistle Blower Policy, enabling Directors, employees and other stakeholders to report genuine concerns regarding unethical behaviour, actual or suspected fraud, or violations of applicable laws, rules, or Company policies. The Policy provides adequate safeguards against victimisation of persons who use the mechanism and also ensures direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

The Whistle Blower Policy is available on the Companys website at https:// https: / / Vigil-Mechanism-or-Whistle-Blower-Policv.pdf.

34. REGISTRAR AND SHARE TRANSFER AGENT

The Company has appointed KFin Technologies Limited as its Registrar and Share Transfer Agent (RTA). Shareholders may directly contact the RTA for matters relating to share transfer, transmission, transposition, dematerialisation, change of address, nomination and other investor service requests through its designated communication channels, by quoting ISIN: INE307K01028.

35. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) No significant or material orders were passed by the Regulators, Courts or Tribunals which impact the going concern status and Companys operations in future.

b) There was no change in the nature of business.

c) There were no instances of one-time settlement with any Bank or Financial Institution.

d) The Board confirms that there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 initiated by or against the Company.

e) No fraud was reported by the Statutory Auditors, Internal Auditors or Secretarial Auditors of the Company under Section 143(12) of the Companies Act, 2013.

f) No instances of child labour, forced labour, involuntary labour or discriminatory employment were reported during the Financial Year 2025-26.

g) The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

36. CAUTIONARY STATMENT

The Boards Report may include certain statements that reflect the Companys objectives, expectations, or projections, which may be considered forward-looking

under applicable securities laws and regulations. Actual results may vary significantly from those expressed or implied in such statements. The Company assumes no obligation to update or revise any forward-looking statements. Key factors that may affect the Companys performance include macroeconomic conditions, regulatory and policy changes, tax regime amendments, legal proceedings, developments in industrial relations and international business environment.

37. ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation for the continued support, trust and cooperation received from the Companys employees, shareholders, customers, business associates, vendors, channel partners, bankers, financial institutions and investors. Their commitment and confidence have been instrumental in the Companys growth and progress.

The Board also expresses its gratitude to the Central and State Governments, regulatory authorities and other statutory bodies for their support and cooperation. The Board further acknowledge the valuable contribution of all stakeholders whose continued association and encouragement have enabled the Company to pursue its objectives and create sustainable value.

For and on behalf of the Board of Directors of
SRIT INDIA LIMITED,

(Dr. Nambiar Raghavan Madhusoodan)
Chairman & Managing Director
(DIN No.00882507)

(Martin Poovakulam Chacko)
Whole Time Director
(DIN No.01747011)

Place : Bengaluru
Date : 23 rd June, 2026