Trejhara Solutions Ltd Directors Report

To

The Members

The Board of Directors are pleased to present the 09 th Annual Report of Trejhara Solutions Limited (the Company or Trejhara) together with the audited financial statements for the financial year ended March 31, 2026.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The Companys financial performance (standalone and consolidated) for the financial year ended March 31, 2026 is summarized below:

( in lakhs)

	Consolidated		Standalone
Particulars	31-03-2026	31-03-2025	31-03-2026	31-03-2025
Revenue from operations	14,224.86	11,575.39	11,654.47	10,135.55
Profit before Exceptional Items and Tax	1,101.29	662.87	1,045.81	561.55
Profit Before Tax	1,063.32	662.87	1,655.84	561.55
Income Tax Expense:
Current Tax	189.20	224.81	146.70	157.58
Deferred tax charge (net)	7.05	13.97	7.05	13.97
Profit After Earnings Per Equity Share	867.07	424.09	1,502.09	390.00
Basic (In ( ) )	3.62	1.80	6.37	1.66
Diluted (In ( ) )	3.62	1.80	6.37	1.66

Consolidated Revenue from Operations increased by 22.89% to 14,224.86 lakhs from 11,575.39 lakhs in the previous financial year.

During the year under review, the Companys EBITDA improved to 781.51 lakhs, registering a healthy growth of 8.19% over the previous years 722.37 lakhs, driven by improved operating efficiencies and business momentum.

Profit After Tax (PAT) more than doubled to 867.07 lakhs, compared to 424.09 lakhs in the previous year, representing an impressive growth of 104.46%.

The strong financial performance underscores the Companys continued focus on operational excellence, prudent cost management, and sustainable value creation for all stakeholders.

2. TRANSFER TO RESERVES

The profit after tax based on standalone financial statements for the year ended March 31, 2026, was INR 1,502.09 lakhs and the same was transferred to the Retained Earnings.

3. DIVIDEND

During the year, the Company successfully completed the merger and integration process and remains focused on pursuing strategic growth opportunities. Considering the Companys future capital requirements for potential acquisitions and business expansion, the Board considers it prudent not to recommend any dividend for the financial year ended March 31, 2026.

4. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

During the financial year 2025-26, the Company significantly fortified its position as an end-to-end logistics solutions provider, seamlessly backed by enterprise grade, technology enabled supply chain management software. The Company driven by its commitment to operational excellence and disciplined market expansion, it focused on scaling its core transport and freight capabilities while simultaneously advancing its proprietary digital architecture.

A significant milestone during the year was the successful implementation of the Scheme of Amalgamation between LP Logistics Plus Chemical SCM Private Limited (Transferor Company) and Trejhara Solutions Limited (Transferee Company). Sanctioned by the Honble National Company Law Tribunal (NCLT), Mumbai Bench, vide its order dated October 14, 2025, the Scheme formally became effective on October 16, 2025, with an Appointed Date of April 1, 2024. This strategic integration represents a transformative step in the Companys growth journey by consolidating complementary businesses under a unified structure, enabling greater operational efficiencies and optimized resource utilization.

In line with its long-term growth strategy, the Company also expanded its presence in synergistic business verticals such as online marketing, event management, and exhibition-related services, that naturally align with and leverage its core logistics capabilities. In relation to this the Company incorporated a subsidiary G S Marketing Associates Private Limited for strengthening its footprint in the trade fairs and exhibitions industry, thereby complementing its core logistics and supply chain business.

Further accelerating its international footprint, the Company completed the acquisition of LP Logistics Plus LLC, Dubai, converting it into a wholly owned subsidiary. This strategic cross-border transaction significantly deepens the Companys presence across key Middle Eastern trade corridors by leveraging an established infrastructure, longstanding enterprise client relationships, and proven on-ground operational capabilities. The seamless integration of LP Logistics extensive transport, warehousing, freight forwarding, and distribution networks elevates the Companys overall service delivery.

Investing for the Future

The Company continues to strengthen its position as an integrated logistics and event solutions provider by leveraging its diversified service portfolio, pan-India operational footprint, and deep domain expertise in logistics, trade fairs, exhibitions, and allied services. As the logistics and exhibition ecosystem continues to evolve, the Company is well positioned to capitalize on emerging opportunities arising from increasing domestic consumption, infrastructure development, supply chain transformation, and the growing demand for professionally managed exhibitions and business events.

With a resilient business model and a strong focus on governance, sustainability, and stakeholder engagement, our vision remains committed to delivering sustainable and profitable growth while creating long term value for its shareholders and all other stakeholders.

5. SHARE CAPITAL

AUTHORISED SHARE CAPITAL:

Pursuant to the Scheme of Amalgamation between LP Logistics Plus Chemical SCM Private Limited and the Company, the authorised share capital of the Company was increased from 15,50,00,000 to 20,50,00,000 divided into 2,05,00,000 equity shares of 10 each by adding the authorised share capital of the transferor company. Thereafter, the authorised share capital was further increased to 25,00,00,000 divided into 2,50,00,000 equity shares of 10 each to facilitate the allotment of equity shares under the Scheme.

Subsequently, following the approval of the members at the Extra-Ordinary General Meeting held on December 03, 2025, the authorized share capital of the Company as on the date of this Report is 35,00,00,000 divided into 3,50,00,000 equity shares of 10 /- each.

PAID-UP SHARE CAPITAL:

During the year under review, the Company allotted 6,11,112 equity shares and 68,97,000 convertible warrants to the identified persons on preferential basis.

Accordingly, the paid-up equity share capital of the Company stands increased from 23,50,56,420/- to 24,11,67,540/- (Rupees Twenty-Four Crores Eleven Lakhs Sixty-Seven Thousand Five Hundred and Forty Only) divided into 2,41,16,754 (Two Crore Forty-One Lakhs Sixteen Thousand Seven Hundred and Fifty-Four) fully paid-up equity shares having a face value of 10/- each.

6. EMPLOYEE STOCK PURCHASE SCHEME

The Company has adopted the Trejhara Solutions

Limited Employee Stock Purchase Scheme,

2026 (TSL ESPS 2026 or the Scheme) with the objective of attracting, motivating and retaining key talent by aligning the interests of employees with the long-term performance and growth of the Company. The Scheme is intended to foster a stronger sense of ownership and participation among eligible employees and enable them to share in the Companys long-term value creation. By providing eligible employees an opportunity to acquire equity shares of the Company, the Scheme seeks to create a greater sense of ownership and reinforce a culture of accountability and performance.

The Scheme will be administered through an ESPS Trust and will operate under the overall supervision and guidance of the Nomination and Remuneration Committee (NRC), subject to the approval of members through Postal ballot dated July 17, 2026.

The NRC will be responsible for overseeing the implementation of the Scheme and determining, in accordance with the Scheme and applicable laws and regulations, matters including the eligibility of employees, the number of shares to be offered, the applicable vesting and offer period, pricing and other terms and conditions governing the Scheme.

7. SUBSIDIARIES

As on March 31, 2026, the Company has 02 (Two) Indian Subsidiaries and 03 (Three) Foreign Subsidiaries (including step down subsidiaries).

During the year under review, the following changes took place in the Companys subsidiary structure:

Incorporation: G S Marketing Associates Private Limited was incorporated as a subsidiary of the Company with effect from January 21, 2026.

Acquisition: Pursuant to the acquisition of LP Logistics Plus LLC, Dubai, the said entity became a wholly owned subsidiary of the Company with effect from March 23, 2026, being the date of completion of acquisition.

Report of Board of Directors

The provisions of Regulations 24 and 24A of SEBI Listing Regulations, with reference to subsidiaries were duly complied with, to the extent applicable. Further, the provisions of Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014 and in accordance with applicable accounting standards, a statement containing the salient features of financial statements of the Companys Subsidiaries and Associate Company in Form No. AOC-1 is annexed as Annexure 4 to this Report.

In accordance with the provisions of Section 136 of the Act and the amendments thereto, and the Listing Regulations, the audited financial statements including the consolidated financial statements of the Company and annual accounts of the subsidiaries are available on the website of the Company at www.trejhara.com.

Pursuant to the provisions of Regulation 16(c) of the SEBI Listing Regulations, the Board has approved and adopted a Policy for determining Material Subsidiary. The said policy is available on the website of the Company at Trejhara Material Subsidiaries Policy.

8. ACQUISITIONS

In alignment with the Companys overarching vision to drive sustainable shareholder value, optimize operational efficiencies, and expand its global market footprint, the following strategic acquisitions were successfully executed during the financial year under review:

Sr. No. Name of acquired entity/business	Target Business Vertical	Shareholding Acquired	Consideration
1. LP Logistics Plus LLC, Dubai	Logistics and Freight	100%	USD 12,500,000
2. G S Marketing Associates	Events & Exhibitions	-	28,20,00,000

Note:

1. The Company acquired LP Logistic Plus LLC for a total consideration of USD 12.5 million, comprising USD 9.5 million of fixed consideration, which was paid during FY2026, and USD 3 million of deferred consideration, payable upon achievement of predefined performance targets over a period of three years.

2. The Company through its subsidiary acquired the trade fairs and exhibition business undertaking of G S Marketing Associates.

9. ANNUAL RETURN AND STATUTORY REPORTS

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) & 134(3)(a) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended from time to time), the Annual Return of the Company in the prescribed e-Form MGT-7 for the FY 2025-26 will be available on the website of the Company at Trejhara Investors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with Regulation 34 of the SEBI Listing Regulations, a separate section on Management Discussion and Analysis (MDA) Report, which includes details on the state of affairs of the Company, forms part of Annual Report.

CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, this Annual Report incorporates a dedicated section on Corporate Governance Report. The report provides a comprehensive overview of the Companys governance framework, policies, and practices adopted to ensure transparency, accountability, and ethical business conduct. Further, the requisite certificate from Mr. Harshvardhan Tarkas, Practicing Company Secretary, confirming the compliance with the conditions of corporate governance has been included in the said Report.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company believes that while driving the growth and success of our business remains a key priority, our broader mission can only be realised through a deep commitment to the communities in which we operate. Our CSR approach is driven by a commitment to create long-term value for society, while upholding the highest standards of responsible business conduct.

In order to fulfil this purpose, the Company has constituted a Board-level CSR Committee, which recommends the budget for funding various charitable activities and contributions to be made to various initiatives. In line with the provisions of

Section 135 of the Companies Act, 2013, (the Act) the Company has adopted a comprehensive CSR Policy that outlines the focus areas and activities to be undertaken. The CSR Policy is designed to contribute meaningfully towards sustainable economic development and to create a positive impact on society at large, while fostering a responsible and profitable future for all stakeholders. The CSR Policy is available on the Companys website.

During the year under review, the Companys total CSR expenditure amounted to 17 lakhs. The Company continued to implement CSR initiatives in line with its defined focus areas in healthcare and medical support. In collaboration with Akhand Jyoti, a super specialty eye hospital governed by Yugrishi Shriram Sharma Acharya Charitable Trust, the Company supported 267 cataract surgeries in remote areas of Bihar and facilitated in providing advanced medical equipment to strengthen eye care facilities of the hospital. The Company also extended prosthetic and orthotic services organized by The Society for the Rehabilitation of Crippled Children (SRCC) aimed at improving the quality of life and development of children with disabilities.

The disclosures, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, has been enclosed to this Report as Annexure 1 .

11. INTERNAL FINANCIAL CONTROL SYSTEM & THEIR ADEQUACY

The Company has an internal control system which commensurate with the size, scale and nature of its operations. The Internal Audit

Team monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. The Audit Committee of the Board also plays an important role in overseeing the adequacy and effectiveness of the Companys internal control framework and risk management systems. The Committee reviews the control environment on a quarterly basis, evaluates key observations and recommendations arising from internal audits, and provides guidance to the management for continuous strengthening of internal controls, governance practices and risk mitigation measures.

12. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(5) of the Act, the Board the Directors, to the best of their knowledge and ability, confirms that: i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures; ii. they have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2026 and of the profit and loss of the Company for that period; iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. they have prepared the annual accounts on a going concern basis; support towards rehabilitation, v. they have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Based on the framework of internal financial controls maintained by the Company, the work performed by the internal and statutory auditors and other external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors, and the reviews carried out by the Management and the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and operating effectively during FY 2025–26.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on March 31, 2026, the Company has six Directors comprising of one Executive Director and five Non-Executive Directors, out of which three are Independent Directors including a woman independent director. Further, the details pertaining to the composition and other details of the Board of Directors of the Company and the meetings thereof held during the Financial Year 2025-26 are given in the Report on Corporate Governance forming part of this Annual Report.

In accordance with the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following are the Key Managerial Personnel of the Company:

Sr. No. Name	Designation
1 Mr. Amit Sheth	Chairman & Whole- Time Director
2 Mr. Shardul Inamdar	Company Secretary & Compliance
3 Mr. Vimal Garachh	Chief Financial Officer

Re-appointment on account of retirement by rotation

In terms of Section 152 (6) of the Companies

Act, 2013, Mr. Snehal Pandit (DIN: 08910308), Non-Executive and Non-Independent Director, is liable to retire by rotation and being eligible offers himself for re-appointment.

The Notice also provides detailed information regarding the proposal related to his reappointment, along with the requisite disclosures mandated by the Act and SEBI Listing Regulations.

14. PERFORMANCE EVALUATION

The performance of Non-Executive Directors was evaluated based on their participation in Board and Committee meetings, contribution to deliberations, and discharge of their duties. In addition to these parameters, the Independent Directors were also evaluate dont he independence of their judgment, strategic guidance, professional competence, continuous updation of knowledge, and commitment to fairness, integrity and good corporate governance.

The evaluation of the Board was carried out covering various aspects of the Board functioning including board composition and diversity, experience and domain expertise, effectiveness in strategic oversight, participation and engagement in meetings, independence of judgment, and overall governance practices. The performance of the Committees was evaluated based on their effectiveness in discharging the functions and responsibilities, adequacy of their independence from the Board, the extent to which their recommendations contributed to the Boards decision-making process, and their overall performance during the year.

A detailed discussion on evaluation outcomes was carried at the respective meetings of the Nomination and Remuneration Committee and Board of Directors. The Directors of the Company also expressed their satisfaction towards the process followed by the Company for evaluating the performance of the Directors, Board as a whole.

15. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In accordance with the SEBI Listing Regulations, the Company conducts familiarisation programmes for its Independent Directors to provide insights into the Company, their roles, rights, and responsibilities, as well as the nature of the industry in which the Company operates its business model. The Independent Directors are regularly briefed during meetings of the Board and its Committees on the Companys strategy, operations, key business activities, and emerging issues in the logistics sector.

The details of the familiarisation programme for Independent Directors are disclosed on the website of the Company at: Familiarisation- Programme- for-Independent-Directors.pdf

16. DECLARATION OF INDEPENDENCE

Pursuant to the provisions of Section 149(7) of the the Act and Regulation 25(8) of the SEBI Listing Regulations, all Independent Directors have furnished the requisite declarations confirming that they satisfy the criteria of independence prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

They have also confirmed that they are not aware of any circumstances or situations that could reasonably be expected to impair or influence their ability to discharge their duties with objective and independent judgment.

The Independent Directors have further confirmed their inclusion in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA) and have either successfully completed the online proficiency self-assessment test or are exempt from the requirement in accordance with Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

Based on the declarations received and after due assessment of their qualifications, experience, expertise, integrity, and proficiency, the Board is of the opinion that all the Independent Directors possess the requisite knowledge, skills, experience, and high standards of integrity required to effectively discharge their duties and responsibilities. The Board is further satisfied that, the Independent Directors continue to fulfil the conditions of independence as prescribed under the Act and the Listing Regulations and remain independent of the management.

The terms and conditions of appointment of the Independent Directors are in accordance with the provisions of Schedule IV to the Act and are available on the Companys website at www.trejhara.com.

The Board also confirms that none of the Directors is disqualified from being appointed or continuing as a Director under the provisions of Section 164 of the Act. Further, none of the Directors has been debarred or disqualified by the Securities and Exchange Board of India (SEBI), the Ministry of Corporate Affairs (MCA), or any other statutory or regulatory authority from holding the office of Director. A certificate in this regard, issued by Harshvardhan Tarkas, Practicing Company Secretaries, forms part of the Corporate Governance Report annexed to this Annual Report.

17. BOARDS COMMITTEES

The Board has constituted Committees, including statutory committees as required under applicable laws and regulations, to facilitate effective discharge of its responsibilities on key areas of governance, risk management and operations. The Committees include (a) Audit Committee, (b) Stakeholders Relationship Committee, (c) Nomination and Remuneration Committee and (d) Corporate Social Responsibility Committee.

Each Committee has its own roles, responsibilities, scope, and powers as set out in their respective terms of reference.

The Committees play a critical role in strengthening governance standards, enhancing transparency and accountability, and enabling informed decision-making across key functional areas.

18. MEETINGS OF BOARD AND ITS COMMITTEES

The meetings of Board of Directors and the Audit Committee are scheduled every quarter to approve the quarterly financials of the Company and deliberate on strategic outlook and key policies. In certain special circumstances, the meetings of the Board are called at shorter notice to deliberate on business items which require urgent attention of the Board. All the meetings of the Board and statutory Committees of the Board are conducted in compliance with applicable laws, regulatory requirements and the respective terms of reference. Detailed disclosures pertaining to the composition of Board and its Committees, as well as their terms of reference and key functions, number of meetings held, and attendance of Directors are set out in the Corporate Governance Report, forming part of this Annual Report.

19. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

No amount or shares were required to be transferred to the Investor Education and Protection Fund during the financial year.

20. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established the necessary vigil mechanism system and has put in place a Whistle Blower policy in order to enable the employees, Directors & Managers of the Company to report their concerns about the management, operations and other affairs of the Company. The Audit Committee oversees the implementation and effectiveness of the Vigil Mechanism and Whistle Blower Policy. No person has been denied access to the Audit Committee to report violation of the applicable laws, regulations and code of conduct. This policy is available on the website of the Company at www.trejhara.com.

In accordance with the Policy, employees of the Company can make protected disclosures to the Compliance Officer and/or any other written communication by sending it to the

Registered Office of the Company or via email to complianceofficer@trejhara.com or by oral means of communication.

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

Pursuant to Section 186 of the Companies Act, 2013, the details of loans given, guarantees provided, and investments made by the Company during the year are disclosed in Note 5 & Note 35 to the standalone financial statements, which form an integral part of this Annual Report.

22. PARTICLUARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has formulated a policy on Related Party Transactions in accordance with the provisions of Sections 177 and 188 of the Act and Rules made thereunder read with Regulation 23 of the SEBI Listing Regulations, and the same is available on the website of your Company at www.trejhara.com. The policy is intended to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties.

All contracts, arrangements or transactions entered into during the year with related parties were on arms length basis, in the ordinary course of business, and in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. All RPTs entered into during the financial year were placed before the Audit Committee for prior approval. The Company has obtained the omnibus approvals for transactions of a repetitive nature and those undertaken in the ordinary course of business, in accordance with the applicable regulatory framework. None of the contract, arrangement or transaction with any of the related parties was in conflict with the interest of the Company.

Except those transactions for which specific approval was obtained, all other transactions with related parties during the year were on arms length basis and in the ordinary course of business, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is applicable for FY26 and is available in

Annexure 5 .

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone and consolidated financial statements, forming part of this Report.

23. PUBLIC DEPOSITS

During the year, the Company has neither invited nor accepted any deposits from the public in terms of the provisions of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. Consequently, there are no amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2026.

24. AUDITORS AND THEIR REPORTING STATUTORY AUDITORS

Pursuant to the provisions of the Companies Act 2013 and rules made thereunder, M/s. Chokshi & Chokshi LLP, Chartered Accountants (Firm Registration No. 101872W/W100045) were appointed as the Statutory Auditors of the Company for the term of four (4) consecutive years, by the members at the 08 th AGM held on December 29, 2025. The Statutory Auditors have audited the financial statements for the financial year ended March 31, 2026 and have issued unmodified opinion on the same. The Audit Report for the said financial year does not contain any qualification, reservation, adverse remark, or disclaimer in their audit report. The disclosure relating to the audit fees paid to Statutory Auditors during the year under review is provided in the Notes to the Financial Statements which is an integral part of this Annual Report.

SECRETARIAL AUDIT AND ANNUAL SECRETARIAL COMPLAINCE REPORT

Pursuant to the provisions of Section 204(1) of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, Mr. Harshvardhan Tarkas, Practicing Company Secretary (CP. No: 24169) having (Peer Review Certificate No. 5745/2024) was appointed as the Secretarial Auditor of the Company for a term of five (5) consecutive years, by the Members at the 08 th AGM held on December 29, 2025.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2026 is enclosed as Annexure 2 and forms a part of this Report.

The Secretarial Auditor has also undertaken an audit for the FY 2025-26 to verify adherence to the applicable regulations, circulars, and guidelines issued under the SEBI Act. The Annual Secretarial Compliance Report issued by the Secretarial Auditor has been submitted to the Stock Exchanges within the prescribed timeline of sixty (60) days from the end of the financial year.

INTERNAL AUDITOR

In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, M/s. D. Kothary & Co., Chartered Accountants (FRN: 105335W), has been appointed as the Internal Auditor of the Company for financial year 2025-26.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the year under review, no instances of fraud committed against the Company, by its officers or employees were reported by the Statutory Auditors and Secretarial Auditor, under Section 143(12) of the Act, to the Audit Committee or the Board of Directors of the Company.

25. PARTICLUARS OF EMPLOYEES

In compliance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosure required relating to employee particulars, are provided in Annexure 3 , which forms an integral part of this Report.

However, in terms of Section 136 of the Act, the Boards Report is being sent to the members of the Company excluding the statement of particulars of top ten employees, as prescribed under Section 197(12) of the Act, read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. None of the employees mentioned in the Annexure are related to any Director of the Company. In terms of Section 136, the said annexure is open for inspection. Any Member interested in obtaining a copy of the same may write to the Company Secretary at investor@trejhara.com.

26. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of section 134(3)(m) of the Act, read with rule 8 of the Chapter IX of the Companies (Accounts) Rules, 2014, the Directors furnish herein below the required additional information:

Conservation of Energy:

Although the operations of the Company are not energy intensive, the management is highly conscious of the criticality of the conservation of energy at all operational levels. The requirement of disclosure of particulars with respect to conservation of energy as prescribed in Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is not applicable to the Company and hence are not provided. Technology Absorption:

The Company continues to adopt latest technologies and innovations for improving the productivity and quality of its products and service offerings. The Company is also partnering with major technology providers in global markets.

Foreign Exchange Earnings and Outgo:

The details of foreign exchange earned and spent by the Company during the year are given below

Foreign Exchange Earnings and Outgo:

( in lakhs)

Particulars	March 31, 2026	March 31, 2025
a) Earnings	2,765.14	3,089.97
b) Outgo	1,548.19	1,845.82

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed in maintaining safe and healthy work environment and also ensuring the compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, (POSH Act), have adopted Policy on Prevention of Sexual Harassment at Workplace to ensure safe and secure working environment and to deal with the complaints relating to sexual harassment at workplace. Apart from Companys workforce, the Policy gives shelter to contract workers, probationers, temporary employees, trainees, apprentices and any person visiting the Company.

The Company has constituted Internal Complaints Committees (ICCs) in full compliance with the provisions relating to the constitution of such Committees under the POSH Act, for the effective prevention, prohibition and redressal of complaints relating to sexual harassment.

The Company conducts regular awareness programmes through both internal and external platforms to foster a safe, inclusive, and respectful workplace. These initiatives are aimed at sensitizing employees on the prevention of sexual harassment, promoting gender equality and diversity, and reinforcing the Companys commitment to maintaining a work environment that is free from discrimination, harassment and any form of inappropriate conduct.

During the financial year, no complaints were filed / pending with the Company under POSH Act. Further, in accordance with the applicable provisions of Section 21 of the Prevention of Sexual Harassment of Women at Workplace Act, 2013, read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013, the requisite Annual Report has been submitted to the concerned authority.

28. DISCLOSURE WITH RESPECT TO MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder.TheCompanyiscommittedtoensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company further ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

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

During the year, there were no significant and material orders passed by any Regulators/Courts which could impact the going concern status of the Company and its future operations.

30. COST RECORDS

The maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable for the business activities of the Company for the financial year 2025-26.

31. CREDIT RATING

During the year, the Company did not obtain any credit rating.

32. MATERIAL CHANGES & COMMITMENTS

There were no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of the report.

33. PROCEEDING OR SETTLEMENT UNDER INSOLVENCY AND BANKRUPTCY CODE

During the year, the Company was not subjected to any proceedings under the Insolvency and

Bankruptcy Code, 2016, nor are there any such proceedings pending as on the date of this report.

34. ONE TIME SETTLEMENT AND RELATED VALUATION

During the year under review, the Company was not required to undertake any valuation or onetime settlement, as prescribed under Section 134 of the Act, read with Rule 8(5) of the Companies (Accounts) Rules, 2014.

35. DISCLAIMER AND FORWARD-LOOKING STATEMENTS

The statements in the Boards Report and the Management Discussion & Analysis describing the

Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include global and domestic demand and supply, input costs, availability, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

36. AFFIRMATIONS ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company hereby affirms that during the year under review, the Company has complied with all the applicable Secretarial standards i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings respectively (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

37. ACKNOWLEDGEMENTS

The Board wishes to place on record its appreciation for the assistance, co-operation and encouragement extended to the Company by the its shareholders, customers, business partners, financial institutions, bankers, vendors and other stakeholders. The Directors take this opportunity to place on record their warm appreciation for the valuable contribution, untiring efforts and spirit of dedication demonstrated by the employees and officers at all levels, in ensuring an excellent all-around operational performance. We applaud them for their superior levels of competence, solidarity, and commitment to the Company. The Directors would also like to thank the shareholders for their wholehearted support and contribution. We look forward to their continued support in future.

For and on behalf of the Board of Directors

Sd/-
Amit Sheth
Chairman & Whole Time Director

Place : Navi Mumbai
Date : August 04, 2026
Registered Office:
Unit No. 601, Sigma IT Park,
Plot No. R-203, R-204, T.T.C. Industrial Estate,
Rabale, Navi Mumbai -400701.