Value 360 Communications Ltd Directors Report

To

The Members

Value 360 Communications Limited

(formerly known as Value 360 Communications Private Limited)

Your Board of Directors (Board) is delighted to present the Annual Report of Value 360 Communications Limited (Value 360/Company) along with the summary of standalone and consolidated financial statements for the financial year ended March 31, 2026.

1. Financial & Operational Highlights of the Company

The key highlights of standalone and consolidated financial performance of the Company for the year ended March 31, 2026, indicating state of Companys affairs, are summarised as follows:

Summary of the Standalone & Consolidated financial statements is as under:

(Amount in )

PARTICULARS	STANDALONE	STANDALONE	CONSOLIDATED	CONSOLIDATED
	2025-26	2024-25	2025-26	2024-25
Revenue from	624,592,992	486,435,082	689,600,899	545,740,855
operations
Other Income	7,365,808	4,321,488	4,319,220	1,698,184
Total Income	631,958,799	490,756,570	693,920,119	547,439,040
Total Expenditure	461,929,137	389,038,434	502,266,529	427,562,739
Profit before Interest,	170,029,662	101,718,136	191,653,590	119,876,301
Depreciation, Taxation
& Extraordinary Items
Depreciation	8,332,274	8,003,452	11,281,956	10,259,642
Profit before	161,697,388	93,714,685	180,371,634	109,616,660
Extraordinary Items,
Interest & Tax
Finance Costs	36,142,344	22,993,740	39,431,024	24,513,248
Profit before	125,555,044	70,720,943	140,940,609	85,103,411
Extraordinary Items &
Tax
Prior Period Item	140,000	30,71,490	225,216	7,493,866
Exceptional Items -	-	-	-	-
(gain) / loss (net)
Profit before tax	1,25,415,044	67,649,453	140,715,393	77,609,545
PARTICULARS	STANDALONE	STANDALONE	CONSOLIDATED	CONSOLIDATED
	2025-26	2024-25	2025-26	2024-25
Tax Expense	35,368,663	14,876,570	40,516,305	19,235,449
Profit/(Loss) after
Tax (Before	90,046,381	52,772,883	1,00,199,088	58,374,096
Minority Interest)
Minority Interest	-	-	1,164,680	1,054,120
Profit/(Loss) for the
period (after
	-	-	99,034,408	57,319,966
Minority interest
adjustment)
Earnings per Equity
Basic ( )	7.39	4.92	8.12	5.35
Diluted ( )	7.39	4.92	8.12	5.35

The standalone as well as the consolidated financial statement have been prepared in accordance with the Accounting Standards (AS).

Companys performance

On a standalone basis, the revenue from operations for FY 2026 was 6245.93 Lakhs, higher by 28% over the previous years revenue from operations of 4864.35 Lakhs. The profit for the year in FY 2026 was 900.46 Lakhs registering a growth of 71 % over the profit for the year of 527.73 Lakhs in FY 2025.

On a consolidated basis, the revenue from operations for FY 2026 was 6896.01 Lakhs, higher by 26 % over the previous years revenue from operations of 5457.41 Lakhs. The profit for the year for FY 2026 after minority interest was 990.34 Lakhs registering a growth of 73 % over the profit for the year after minority interest of 573.20 Lakhs in FY 2025.

2. Transfer to Reserves

The Company has not transferred to the General Reserves on account. The Company does not propose to transfer any amounts to Reserves except as stated above.

3. Dividend

Your Directors have not recommended any dividend on equity shares for the financial year under review.

4. Initial Public Offer (IPO)

The Company successfully made its Initial Public Offer (IPO) of 1,60,90,008 Equity Shares @ 98/- (including a share premium of 88/-) per equity share of 10/- each, which includes a fresh issue of 38,29,200 Equity Shares of 10/- each for raising funds for the Company to the tune of 3,752.62 lakhs and an offer for sale by the selling shareholder of 4,24,800 Equity Shares of face value of 10/- each of the Company.

Subsequent to the completion of the IPO, the paid-up Equity Share Capital of the Company has been increased from 122,608,080/- to 160,900,080/-. The Companys Equity Shares got listed on NSE on May 11, 2026 and are currently available for trading.

5. Changes in Share Capital of the Company

During the financial year under review, below are the changes in the share capital of the Company:

a. Changes in Authorised Share Capital

There were no changes in the Authorised Share Capital during the FY 2025-26.

b. Changes in Paid-Up Share Capital

PARTICULARS	NO. OF	FACE VALUE	PAID-UP SHARE
	EQUITY	( )	CAPITAL ( )
	SHARES
Paid Up Share Capital as on April 01, 2025	1,16,45,499	10	11,64,54,990
Equity Shares allotted on 14.04.2025 under	3,99,997	10	39,99,970
Private Placement
Equity Shares allotted on 30.05.2025 under	42,000	10	4,20,000
Private Placement
Equity Shares allotted on 07.07.2025 under	81,965	10	8,19,650
Private Placement
Equity Shares allotted on 15.07.2025 under	32,786	10	3,27,860
Private Placement
Equity Shares allotted on 15.07.2025 under	58,561	10	5,85,610
Sweat Equity
Paid-up Share Capital as on March 31, 2026	1,22,60,808	10	1,22,608,080

Subsequent to IPO the paid up equity share capital of the Company has been increased to 1,609,00,080/- divided into 16,090,008 equity shares of face value of 10/- each.

6. Subsidiaries, Joint Ventures & Associates 6.1 Subsidiaries a) Details of Subsidiaries

As on March 31, 2026, the Company had 2 (Two) Subsidiaries as detailed below:

SR. NO.	NAME OF THE SUBSIDIARY	DATE OF CREATION OF INTEREST	NATURE OF INTEREST	LOCATION
	Popkorn PR Plus Communication	01.04.2018	Subsidiary	Delhi
1.
	Private Limited
	Smartube Entertainment Private	31.03.2017	Wholly Owned	Delhi
2.
	Limited		Subsidiary

b) Financial Performance of Subsidiaries

Pursuant to Section 129(3) of the Companies Act, 2013 (the Act), a statement containing salient features of the Financial Statements of each of the subsidiaries in the prescribed Form AOC-1 is set out in Annexure A to this report. The financial statements of the subsidiaries are available for inspection by the members at the registered office of the Company pursuant to the provisions of Section 136 of the Act and also available on the Companys website and accessible through weblink.

The financial performance and details of the subsidiaries of the Company is detailed below:

i. Popkorn PR Plus Communication Private Limited (Popkorn)

Popkorn was incorporated as a private limited company under the Companies Act, 2013 on July 09, 2013 with the RoC, Delhi. Its registered office is situated at 249, 3rd Floor, Okhla Industrial Estate, Phase-III, New Delhi – 110020, India.

Popkorn is a full-service creative and digital agency that partners with brands to craft impactful narratives, build strong identities, and drive measurable business results. The agency operates at the intersection of strategy, creativity, and technology, ensuring every campaign and project delivers impact Your company has strategically expanded its service portfolio to offer comprehensive advertising and digital solutions to meet the evolving needs of digital-first brands. A key milestone in this journey was the rebranding of its creative agency, Popkorn, in 2022, which marked the companys shift toward becoming a leading provider of innovative and impactful marketing solutions. The agency operates at the intersection of strategy, creativity, and technology, ensuring every campaign and project delivers impact. The Company holds 91% equity shares in Popkorn.

During the year under review, the financial performance of Popkorn was as follows:

(Amt in )

SR. NO.	PARTICULARS	MARCH 31, 2026	MARCH 31, 2025
1.	Income from operations	86,090,832	76,859,520
2.	Profit before tax	18,826,107	15,283,797
3.	Profit after tax	13,678,464	10,924,919

Popkorn has emerged as a vital growth driver for your company, contributing significantly to its diversified revenue stream. The advertising and digital solutions vertical has witnessed a sizable growth of 12% with revenue increasing from 7.69 Crores in FY 2025 to 8.61 Crores in FY 2026. This strong financial trajectory underscores your Companys ability to adapt to market dynamics and capture opportunities within the digital-first advertising ecosystem.

ii. Smartube Entertainment Private Limited (Smartube)

Smartube was incorporated as a private limited company under the Companies Act, 2013 on August 22, 2013 with the RoC, Delhi. Its registered office is situated at 3rd Floor, Plot No. 211, Innov8 Okhla Co-working, Okhla Phase 3 Rd, Okhla, New Delhi – 110020, India.

Smartube is engaged in the business of news and feature distribution and act as promoters, producers, organizers, directors, managers, collaborators, consultants, distributors, reproducers, researchers, agents, broadcasters, right holders and commissioning and advertising of festivals stage shows, fashion shows, musical shows, films, game shows, children programmers, documentaries, soaps, animation films, cast shows, dances, plays, dramatic, and other performances and events of all kinds relating to entertainment and to promote all type of trend in various industries, among other things.

During the year under review, the financial performance of Smartube was as follows:
SR.	PARTICULARS	MARCH 31, 2026	MARCH 31, 2025
NO.
1.	Income from operations	0.00	6,115,000
2.	Profit before tax	(3,525,757)	(5,323,705)
3.	Profit after tax	(3,525,757)	(5,323,705)

6.2 Associate or Joint ventures of your Company

During the financial year under review, your Company does not have any associate or joint ventures.

7. Directors and Key Managerial Personnel (KMPs)

7.1 As on date, the Company has six Directors of which three (3) are Executive Directors (including One Women Director) and three (3) Independent Directors (including One Woman, Independent Director).

The composition of the Board of Directors of the Company is given in the table below:

SR.	NAME	DESIGNATION	DIN
NO.
1.	Mr. Kunal Kishore 1	Chairman and Managing Director	00634724
2.	Mr. Gaurav Patra	Whole-time Director	02551958
3.	Mrs. Manisha Chaudhary 2	Executive Director	00634739
4.	Mr. Sumit Nayar	Non-Executive, Independent Director	07291906
5.	Ms. Shenaz Zoobin Bapooji	Non-Executive, Independent Director	10186591
6.	Mr. Rajesh Agrawal 3	Non-Executive, Independent Director	06448058
7.	Mr. Hemant Prabhudas Vastani 4	Non-Executive Director	07085006

Notes:

1 Mr. Kunal Kishore has been re-appointed as a Managing Director of the Company w.e.f. September 30, 2025.

2 In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Manisha Chaudhary retired by rotation at the Extra-Ordinary General Meeting of the Company held on July 16, 2025 and, being eligible, was re-appointed as an Executive Director of the Company for a further period of 5 (five) years commencing from July 17, 2025, liable to retire by rotation.

3 Mr. Rajesh Agrawal has been appointed as a Non-Executive, Independent Director of the Company w.e.f. June 23, 2025. 4 Mr. Hemant Prabhudas Vastani ceased to be a Non-Executive Director of the Company w.e.f. June 23, 2025 due to some personal commitments.

7.2 Appointment, Re-appointment and Cessation of Directors during the financial year under review

a. Re-appointment of Mr. Kunal Kishore as a Managing Director of the Company

The Board of Directors of the Company at its meeting held on September 22, 2025 and Members approved in its Annual General Meeting held on September 30, 2025 re-appointed Mr. Kunal Kishore (DIN: 00634724) as a Managing Director for a period of 5 (Five) years commencing from September 06, 2025 to September 05, 2030 (both days inclusive) of the Company.

b. Appointment of Mr. Rajesh Agrawal as a Non-Executive, Independent Director of the Company

The Board of Directors of the Company considering expertise, knowledge, experience and skills of Mr. Rajesh Agrawal (DIN: 06448058), the Members had appointed him as an Independent Director for a first term of 5 consecutive years commencing from June 23, 2025 to June 22, 2030 (both days inclusive), which was duly approved by the Members of the Company through Extra Ordinary General Meeting held on June 23, 2025.

c. Cessation of Mr. Hemant Prabhudas Vastani as a Non-Executive Director of the Company

Mr. Hemant Prabhudas Vastani (DIN: 07085006) has stepped down from the post of Non-Executive Director with effect from close of business hours of June 23, 2025. There was no other material reason for his resignation except his personal commitments. The Board placed on record its sincere appreciation for the valuable contribution and services rendered by Mr. Hemant Prabhudas Vastani as an Non-Executive Director of the Company.

d. Directors retiring by rotation

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mrs. Manisha Chaudhary (DIN: 00634739) was liable to retire by rotation at the 16th Annual General Meeting and being eligible had offered herself for re-appointment. Based on performance evaluation and recommendation of the Nomination and Remuneration Committee and Board of Directors of the Company, the Members of the Company, at the Extra-Ordinary General Meeting held on July 16, 2025, re-appointed her as a Director, liable to retire by rotation.

During the financial year under review, no director was appointed/re-appointed except as mentioned above nor there were any cessations.

7.3 Key Managerial Personnel (KMPs)

The following are the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

NAME	CATEGORY	DESIGNATION
Mr. Kunal Kishore	Chairman & Managing Director	September 07, 2020
Mr. Gaurav Patra	Whole Time Director	January 30, 2025
Mr. Keshav Shanbhag	Chief Financial Officer	January 30, 2025
Ms. Bhakti Sharma	Company Secretary	March 11, 2025
Mr. Atul Sharma	Chief Executive Officer	February 04, 2026

7.4 Meetings of the Board of Directors

The meetings of the Board of Directors (Board) are held regularly to review, discuss deliberate and decide on various business, strategies, risk management, audit and assurances, governance policies, financial matters and other matters as proposed by the Chairman or Member(s) of the Board from time to time.

During the financial year under review, 15 Board Meetings were convened. The gap between two Board Meetings did not exceed 120 days as per Section 173 of the Companies Act, 2013. The details of the Meetings of the Board have been provided in the table below:

	DATE OF BOARD MEETING
14.04.2025	15.05.2025	15.05.2025	30.05.2025
23.06.2025	07.07.2025	15.07.2025	29.07.2025
20.08.2025	22.09.2025	18.11.2025	04.02.2026
15.02.2026	27.02.2026	28.02.2026

All the Directors of the Company attended all the Board Meetings convened by the Company during the financial year 2025-26 except Mr. Gaurav Patra who was not present at the Board Meeting held on February 28, 2026, Mr. Rajesh Agrawal who was not present at the Board Meeting held on June 23, 2025, November 18, 2025, and February 15, 2026, Ms. Shenaz Zoobin Bapooji who was not present at the Board Meeting held on April 14, 2025, May 15, 2025, May 30, 2025, November 18, 2025, and February 15, 2026, Mr. Sumit Nayar who was not present at the Board Meeting held on November 18, 2025, and February 15, 2026. Further, all decisions of the Board were passed with unanimous consent and therefore, no dissenting views were captured and recorded as part of the minutes.

7.5 Selection of New Directors and Board Membership Criteria

The Nomination and Remuneration Committee (NRC) engages with the Board of Directors (Board) to evaluate the appropriate characteristics, skills and experience for the Board as a whole as well as for its individual members with the objective of having a Board with diverse backgrounds and experience in business, finance, and governance. The NRC, basis such evaluation, determines the role and capabilities required for appointment of Independent Director. Thereafter, the NRC recommends to the Board for the selection of new Directors. All Directors are expected to demonstrate independence, integrity, strong personal and professional ethics, sound business judgment, the ability to contribute constructively to deliberations, and a commitment to exercising authority in a collaborative and collective manner. The Company has in place a Nomination and Remuneration Policy (Policy) which is available on the Companys website and is accessible through weblink

7.6 Declaration by Independent Directors

The Independent Directors have confirmed that there had been no change in the circumstances affecting their status as Independent Directors of the Company and that they continue to be qualified to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. The Independent Directors had submitted their disclosures to the Board that they fulfil the requirements as stipulated under Section 149(6) of the Companies Act, 2013 and declaration under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 confirming compliance with Rule 6(1) and (2) of the said Rules that their names are registered in the databank as maintained by the Indian Institute of Corporate Affairs (IICA).

7.7 Familiarisation Programme

In compliance with the requirements of Listing Regulations, the Company has put in place a framework for Directors Familiarisation Programme to familiarise the Independent Directors with their roles, rights and responsibilities, strategy planning, subsidiaries business strategy, amendments in law, Companys codes and policies, nature of the industry in which the Company operates, amongst others. The policy of the familiarisation programme is available on the Companys website and are accessible through weblink.

7.8 Separate Meeting of Independent Directors

During the financial year under review, the Independent Directors met once i.e.

August 20, 2025 without the presence of Non-independent Directors and the management, inter alia, to discuss:

a. Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole;

b. Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors; and

c. Evaluation of the quality, quantity and timelines of flow of information between the Management and the Board of Directors, that is necessary for the Board of Directors to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction on the overall performance of the Directors and the Board of Directors (Board) as a whole. The Independent Directors had expressed satisfaction on the matters related to Companys performance, operations and other critical matters on the good performance of the Company and distinct improvement in quality and timeliness of flow of information.

7.9 Board Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors (Board) at its meeting held on June 01, 2026, had conducted annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The performance evaluation of Independent Directors was done by the entire Board of Directors, excluding the director being evaluated. The process of performance evaluation is conducted through structured questionnaires which cover various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Members strengths and contribution, execution and performance of specific duties, obligations and governance.

7.10 Committees of the Board of Directors (Board)

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 read with rules framed thereunder viz.

a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders Relationship Committee d. Corporate Social Responsibility Committee

The Composition of all above Committees and other details have been provided below.

All the recommendations made by the Committees were accepted by the Board of Directors.

Initial Public Offering (IPO) Committee has been dissolved vide Board Resolution passed on June 01, 2026.

AUDIT COMMITTEE (AC)

The Company has constituted the Audit Committee of the Board (the Audit Committee) pursuant to resolution of the Board of Directors dated March 11, 2025 and re-constituted it on May 15, 2025 and June 23, 2025 in compliance with Section 177 of the Companies Act, 2013 and the applicable provisions of the SEBI LODR Regulations. The Audit Committee consists of the following directors as on the date of this Report:

SR. NO.	NAME OF DIRECTOR	CATEGORY	DESIGNATION
1.	Mr. Rajesh Agrawal 1	Non-Executive, Independent Director	Chairman
2.	Mr. Sumit Nayar	Non-Executive, Independent Director	Member
3.	Ms. Shenaz Zoobin Bapooji	Non-Executive, Independent Director	Member
4.	Mr. Gaurav Patra 2	Whole Time Director	Member
5.	Mr. Hemant Prabhudas Vastani 3	Non-Executive Director	Member

1 Inducted as a Chairman w.e.f. June 23, 2025.

2 Ceased to be a Member w.e.f. May 15, 2025 and Inducted as Member w.e.f. June 23, 2025. 3 Inducted as a Chairman w.e.f. May 15, 2025 and Ceased to be a Chairman w.e.f. June 23, 2025.

The chairman of the Audit Committee is an independent director and the Company Secretary acts as the secretary to the Audit Committee.

All the recommendations made by the Audit Committee were accepted by the Board of Directors made by the Audit Committee during the year.

NOMINATION AND REMUNERATION COMMITTEE (NRC)

The Company has constituted a Nomination and Remuneration Committee of the Board (the Nomination and Remuneration Committee) pursuant to resolution of the Board dated March 11, 2025. It has been reconstituted w.e.f. June 23, 2025.The Nomination and Remuneration Committee comprises of the following members as on the date of this report:

SR. NO.	NAME OF DIRECTOR	CATEGORY	DESIGNATION
1.	Ms. Shenaz Zoobin Bapooji 1	Non-Executive, Independent Director	Chairperson
2.	Mr. Sumit Nayar 2	Non-Executive, Independent Director	Member
3.	Mr. Rajesh Agrawal 3	Non-Executive, Independent Director	Member
4.	Mr. Hemant Prabhudas Vastani 4	Non-Executive Director	Member

1 Re-designated as Chairperson w.e.f. June 23, 2025.

2 Ceased to be a Chairman and Re-designated as Member w.e.f. June 23, 2025. 3 Inducted as Member w.e.f. June 23, 2025.

4 Ceased to be a Member w.e.f. June 23, 2025.

The chairman of the NRC is an independent director and the Company Secretary acts as the secretary to the NRC.

STAKEHOLDERS RELATIONSHIP COMMITTEE (SRC)

The Company has constituted the Stakeholders Relationship Committee of the Board (the Stakeholders Relationship Committee) pursuant to resolution of the Board dated March 11, 2025 in compliance with Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI LODR Regulations. It has been reconstituted w.e.f. June 23, 2025. The Stakeholders Relationship Committee consists of the following members as on the date of this report:

SR. NO.	NAME OF DIRECTOR	CATEGORY	DESIGNATION
1.	Mr. Sumit Nayar	Non-Executive, Independent Director	Chairman
2.	Ms. Shenaz Zoobin Bapooji	Non-Executive, Independent Director	Member
3.	Mr. Rajesh Agrawal 1	Non-Executive, Independent Director	Member
4.	Mr. Hemant Prabhudas Vastani 2	Non-Executive Director	Member
			I

1 Inducted as member w.e.f. June 23, 2025. 2 Ceased to be a Member w.e.f. June 23, 2025.

The chairman of the Stakeholders Relationship Committee is an independent director and the Company Secretary acts as the secretary to the Stakeholders Relationship Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Company has constituted a Corporate Social Responsibility of the Board (the CSR Committee) pursuant to resolution of the Board dated March 11, 2025. It has been re-constituted w.e.f. June 23, 2025. Our Corporate Social Responsibility Committee consists of the following members as on the date of this report:

SR. NO.	NAME OF DIRECTOR	CATEGORY	DESIGNATION
1.	Mrs. Manisha Chaudhary 1	Executive Director	Chairperson
2.	Mr. Kunal Kishore 2	Executive Director	Member
3.	Mr. Gaurav Patra	Executive Director	Member
4.	Mr. Sumit Nayar	Non-Executive, Independent Director	Member

1 Re-designated as Chairperson w.e.f. June 23, 2025.

2 Ceased to be a Chairman and Re-designated as Member w.e.f. June 23, 2025.

The chairman of the CSR Committee is an executive director and the Company Secretary acts as the secretary to the CSR Committee.

7.11 Directors Responsibility Statement (DRS)

The Director Responsibility Statement was placed before the Audit Committee. The Audit Committee reviewed and confirmed the said DRS. Thereafter, the DRS was placed before the Board of Directors.

Pursuant to Section 134(5) of the Act, the Directors state that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed and there were no material departures;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2026 and of the profit of the Company for the year ended as on that date;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of 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; e. the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

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

8. Auditors and their Report

Statutory Auditors

M/s. Raj K Sri & Co., Chartered Accountants, (Firm Registration No: 014141N), were appointed as Statutory Auditors of the Company in the Board Meeting held on September 22, 2025 and approved by Members of the Company in its Annual General Meeting (EGM) held on September 22, 2025 from the conclusion of that AGM till the conclusion of 19th Annual General Meeting (AGM) to be held in the calendar year 2028.

Further, they have confirmed their eligibility under Section 141 of the Company Act, 2013 (Act) and the Rules framed thereunder. As required under Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Auditors Report on Standalone and Consolidated Financial Statements for the financial year 2025-26 issued by Raj K Sri & Co., Chartered Accountants, does not contain any qualification, observation, disclaimer, reservation, or adverse remark.

9. Adequacy of Internal Financial Controls

The policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Audit Committee also periodically reviews the adequacy and effectiveness of internal control systems and provides guidance for further strengthening them.

During the financial year under review, no material observation has been made by the Statutory Auditors of the Company in relation to the efficiency and effectiveness of such controls.

10. Risk Management

Section 134 (3) (n) of the Companies Act, 2013 is not applicable to the Company, therefore, formulation of a formal Risk Management Policy is not mandatory. Nevertheless, the Board of Directors periodically reviews the Companys business risks and takes appropriate measures to mitigate them, as and when considered necessary.

11. Details of Establishment of Vigil Mechanism and Whistle Blower Policy

The Company has designed a Vigil Mechanism and Whistle Blower Policy as per the provisions of Section 177 of the Companies Act, 2013, to establish a framework for receiving complaints related to any allegations of corruption, willful misuse of power or discretion, unethical behaviors, actual or suspected fraud, leakage or violations of the Code of Business Conduct and Ethics for Board of Directors and Employees. It provides a platform to report such concerns against any employee and ensures a process for investigating these disclosures. Additionally, the policy offers safeguards to protect individuals making complaints, provided the disclosure is made in good faith and within a reasonable timeframe.

The policy is available on the Companys website and is accessible through weblink

12. Particulars of Loan Given, Investments made, Guarantee Given and Securities provided under Section 186 of the Companies Act, 2013 (Act)

Particulars of the loans given, investments made or guarantees given covered under the provisions of Section 186 of the Act, are provided in the Note No. 13 and 15 of the Standalone Financial Statements.

13. Particulars of Contracts or Arrangements with Related Parties

The Board of Directors of the Company has approved the criteria to grant omnibus approval by the Audit Committee within the overall framework of the policy on Related Party Transactions (RPTs). All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions which are of repetitive nature. The related party transactions for the financial year are insignificant in commensurate with the turnover of the Company. Further, all transactions with related parties during the financial year were on arms length basis and in the ordinary course of business.

During the financial year, the Company has not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of Company on materiality of related party transactions (i.e transactions where the value exceeds 1000 crore or 10% of the annual consolidated turnover, whichever is lower), or which is required to be reported in Form AOC - 2 in terms of section 134 (3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014, as amended. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at weblink

Your Directors draw attention of the Members to Note No. 30 to the standalone financial statement which sets out related party disclosures.

In addition to the above, the Company has entered into a Share Purchase Agreement dated July 16, 2025, to acquire equity shares of more than 50% of Irida Interactive Private Limited (ClanConnect) over a span of period of 2 years from the execution date hereof and subsequently amended its terms vide an Addendum to the Share Purchase Agreement dated November 12, 2025.

14. Annual Return

The Annual Return of the Company as on March 31, 2026 in form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 is available on Companys website and accessible through weblink

15. Particulars of Employees

In terms of the provisions of Section 197 of the Companies Act, 2013 (Act) read with Schedule V, the remuneration payable to Directors is subject to the prescribed limits except during the financial year under review, the remuneration paid to Mr. Kunal Kishore (Chairman and Managing Director), Mr. Gaurav Patra (Whole-Time Director) and Mrs. Manisha Chaudhary (Executive Director), exceeded the limits specified under Section 197 of the Act.

The said remuneration was approved by the Members of the Company at the EGM held on January 31, 2025 and is in accordance with the provisions of the Act. The Board affirms that, except for the aforesaid instance, the remuneration paid to all Directors is in compliance with Section 197 of the Act and the rules made thereunder.

16. Companys Policy on Appointment and Remuneration of Directors

The Company has in place a Nomination and Remuneration Policy with respect to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The appointment of Directors on the Board is subject to the recommendation of the Nomination and Remuneration Committee (NRC). Based on the recommendation of the NRC, the remuneration of Executive Director is proposed, in accordance with the provisions of the Companies Act, 2013 (Act) which comprises of basic salary, perquisites, and allowances, for approval of the members, if required. Further, based on the recommendation of the Board, the remuneration of Non-Executive Directors for increased sitting fees in accordance with the provisions of Act is proposed for the approval of the members.

The Nomination and Remuneration Policy including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided u/s 178(3) of the Act is available on the Companys website and accessible through weblink

17. Details of Transfer of Shares during the financial year

(i) Transfer as on July 11, 2025:

SR. NO.	NAME OF SHAREHOLDERS	DATE OF ISSUE/TRANSFER	TYPE	TRANSFER (NO. OF SHARES)	FACE VALUE (IN )
1.	Faad Network Private Limited	July 11, 2025	Transfer	-36,000	10
	(Transferor)
2.	Bhavya Bhavesh Mehta	July 11, 2025	Transfer	6,000	10
	(Transferee)
3.	Poonam Biyani	July 11, 2025	Transfer	6,000	10
	(Transferee)
4.	Dimpy Naresh Sanghavi	July 11, 2025	Transfer	3,000	10
	(Transferee)
5.	Vipul Jain (Transferee)	July 11, 2025	Transfer	3,000	10
6.	Vinod Devji Halai (Transferee)	July 11, 2025	Transfer	6,000	10
7.	Bhavna Naresh Mehta	July 11, 2025	Transfer	3,000	10
	(Transferee)
8.	Sagar Gyanchand Dham	July 11, 2025	Transfer	3,000	10
	(Transferee)
9.	Yash Pravin Patel (Transferee)	July 11, 2025	Transfer	3,000	10
10.	Darshan Prakash Vora Huf	July 11, 2025	Transfer	3,000	10
	(Transferee)

(ii) Transfer as on July 18, 2025

SR.	NAME OF SHAREHOLDERS			DATE OF	TYPE	TRANSFER (NO.	FACE
NO.				ISSUE/TRANSFER		OF SHARES)	VALUE
							(IN )
1.	Vinod Devji Halai (Transferor)			July 18, 2025	Transfer	-3,000	10
2.	Faad Network Private		Limited	July 18, 2025	Transfer	3,000	10
	(Transferee)
Note: Transfer Price is not known as the shares has been transferred through demat.
(iii) Transfer as on July 25, 2025:
SR.	NAME OF SHAREHOLDERS			DATE OF	TYPE	TRANSFER (NO.	FACE
NO.				ISSUE/TRANSFER		OF SHARES)	VALUE
							(IN )
1.	Faad Network Private		Limited	July 25, 2025	Transfer	-8,000	10
	(Transferor)
2.	Darshan Chandrakant		Shah	July 25, 2025	Transfer	8,000	10
	(Transferee)
Note: Transfer Price is not known as the shares has been transferred through demat.
(iv) Transfer as on August 08, 2025:
SR.	NAME OF SHAREHOLDERS			DATE OF	TYPE	TRANSFER (NO.	FACE
NO.				ISSUE/TRANSFER		OF SHARES)	VALUE
							(IN )
1.	Omnibulls	Training	and	August 08, 2025	Transfer	-10,000	10
	Education	Private	Limited
	(Transferor)
2.	Kadaru Sahith (Transferee)			August 08, 2025	Transfer	-10,000	10

Note: Transfer Price is not known as the shares has been transferred through demat.

(v) Transfer as on September 12, 2025:

SR. NO.	NAME OF SHAREHOLDERS	DATE OF ISSUE/TRANSFER	TYPE	TRANSFER (NO. OF SHARES)	FACE VALUE (IN )
1.	Omnibulls Training and	September 12, 2025	Transfer	-1,000	10
	Education Private Limited
	(Transferor)
2.	VMB Capital Private Limited	September 12, 2025	Transfer	-1,000	10
	(Transferee)

Note: Transfer Price is not known as the shares has been transferred through demat.

Manoyin BrandEqc.ity

(vi) Transfer as on September 19, 2025:
NAME OF SHAREHOLDERS	DATE OF	TYPE ISSUE/TRANSFER	TRANSFER (NO.	FACE OF SHARES)	VALUE
					(IN )
1. Omnibulls Training	and	September 19, 2025	Transfer	-2,500	10
Education Private	Limited
(Transferor)
2. Tejas Pachori (Transferee)	September 19, 2025	Transfer	1,500	10
3. VMB Capital Private	Limited	September 19, 2025	Transfer	-1,000	10
(Transferor)
4. Jeet Rewri (Transferee)		September 19, 2025	Transfer	1,000	10

Note: Transfer Price is not known as the shares has been transferred through demat.

(vii) Transfer as on September 26, 2025:
. NAME OF SHAREHOLDERS	DATE OF	TYPE ISSUE/TRANSFER	TRANSFER (NO.	FACE OF SHARES)	VALUE (IN )
1. Omnibulls Training	and	September 26, 2025	Transfer	-5,700	10
Education Private	Limited
(Transferor)
2. VMB Capital Private	Limited	September 26, 2025	Transfer	3,600	10
(Transferee)
3. Abhilasha Jain (Transferee)	September 26, 2025	Transfer	1,600	10
4. Bhavika Manoj Lulla (Transferee)	September 26, 2025	Transfer	500	10

Note: Transfer Price is not known as the shares has been transferred through demat.

(viii) Transfer as on September 30, 2025:

NAME OF SHAREHOLDERS	DATE OF	TYPE ISSUE/TRANSFER	TRANSFER (NO.	FACE OF SHARES)	VALUE (IN )
1. Omnibulls Training	and	September 30, 2025	Transfer	-9,800	10
Education Private	Limited
(Transferor)
2. Seema Yadav (Transferee)	September 30, 2025	Transfer	9,800	10
3. VMB Capital Private	Limited	September 30, 2025	Transfer	-3,000	10
(Transferor)
4. Manoj Tehri (Transferee)		September 30, 2025	Transfer	1,200	10
5. Ankur Khandelwal (Transferee)	September 30, 2025	Transfer	600	10
6. Ashwani Dev Arora (Transferee)	September 30, 2025	Transfer	1,200	10

Note: Transfer Price is not known as the shares has been transferred through demat.

(ix) Transfer as on October 03, 2025:

NAME OF SHAREHOLDERS	DATE OF	TYPE ISSUE/TRANSFER	TRANSFER (NO.	FACE OF SHARES)	VALUE (IN )
1. Cube Marketing Private	Limited	October 03, 2025	Transfer	-10,000	10
(Transferor)
2. Seema Yadav (Transferor)	October 03, 2025	Transfer	-9,800	10
3. VMB Capital Private	Limited	October 03, 2025	Transfer	-600	10
(Transferor)
4. Omnibulls Training	and	October 03, 2025	Transfer	18,600	10
Education Private	Limited
(Transferee)
5. Dinesh Sharma (Transferee)	October 03, 2025	Transfer	1,200	10
6. Neetu Khandelwal (Transferee)	October 03, 2025	Transfer	600	10

Note: Transfer Price is not known as the shares has been transferred through demat.

(x) Transfer as on October 10, 2025:

NAME OF SHAREHOLDERS	DATE OF	TYPE ISSUE/TRANSFER	TRANSFER (NO.	FACE OF SHARES)	VALUE
					(IN )
1. Cube Marketing Private	Limited	October 10, 2025	Transfer	-9,800	10
(Transferor)
2. Rakesh Tomer (Transferee)	October 10, 2025	Transfer	9,800	10

Note: Transfer Price is not known as the shares has been transferred through demat.

(xi) Transfer as on October 17, 2025:

NAME OF SHAREHOLDERS	DATE OF	TYPE ISSUE/TRANSFER	TRANSFER (NO.	FACE OF SHARES)	VALUE (IN )
1. Cube Marketing Private	Limited	October 17, 2025	Transfer	-18,800	10
(Transferor)
2. Omnibulls Training	and	October 17, 2025	Transfer	-2,400	10
Education Private	Limited
(Transferor)
3. Pankaj Sachdeva (Transferee)	October 17, 2025	Transfer	12,900	10
4. Shankar Aggarwal (Transferee)	October 17, 2025	Transfer	5,900	10
5. VMB Capital Private	Limited	October 03, 2025	Transfer	2,400	10
(Transferee)

Note: Transfer Price is not known as the shares has been transferred through demat. (xii) Transfer as on October 24, 2025:

. NAME OF SHAREHOLDERS	DATE OF	TYPE	TRANSFER (NO. ISSUE/TRANSFER	FACE	OF SHARES)	VALUE
						(IN )
1. VMB Capital	Private	Limited	October 24, 2025	Transfer	-2,400	10
(Transferor)
2. Harmeek Singh (Transferee)	October 24, 2025	Transfer	1,200	10
3. Shalini Agrwal (Transferee)	October 24, 2025	Transfer	1,200	10

Note: Transfer Price is not known as the shares has been transferred through demat.

(xiii) Transfer as on November 07, 2025:
NAME OF SHAREHOLDERS	DATE OF	TYPE	TRANSFER (NO. ISSUE/TRANSFER	FACE	OF SHARES)	VALUE
						(IN )
1. Omnibulls	Training	and	November 07, 2025	Transfer	-1,200	10
Education Private	Limited
(Transferor)
2. VMB Capital	Private	Limited	November 07, 2025	Transfer	1,200	10
(Transferee)

Note: Transfer Price is not known as the shares has been transferred through demat.

(xiv) Transfer as on November 11, 2025:
NAME OF SHAREHOLDERS	DATE OF	TYPE	TRANSFER (NO. ISSUE/TRANSFER	FACE	OF SHARES)	VALUE (IN )
1. Omnibulls	Training	and	November 11, 2025	Transfer	-2,400	10
Education Private	Limited
(Transferor)
2. VMB Capital	Private	Limited	November 11, 2025	Transfer	-1,200	10
(Transferor)
3. Pawan Kumar (Transferee)	November 11, 2025	Transfer	1,200	10
4. Paras Bansal (Transferee)	November 11, 2025	Transfer	1,200	10
5. Dinesh Sharma (Transferee)	November 11, 2025	Transfer	600	10
6. Neetu Khandelwal (Transferee)	November 11, 2025	Transfer	600	10

Note: Transfer Price is not known as the shares has been transferred through demat.

(xv) Transfer as on November 21, 2025:
NAME OF SHAREHOLDERS	DATE OF	TYPE	TRANSFER (NO. ISSUE/TRANSFER	FACE	OF SHARES)	VALUE
						(IN )
1. Omnibulls	Training	and	November 21, 2025	Transfer	-2,490	10
Education Private	Limited
(Transferor)
2. VMB Capital	Private	Limited	November 21, 2025	Transfer	1,290	10
(Transferee)
3. Ritik Agrawal (Transferee)	November 21, 2025	Transfer	1,200	10

Note: Transfer Price is not known as the shares has been transferred through demat.

Manoyin BrandEqc.ity

(xvi) Transfer as on November 28, 2025:
NAME OF SHAREHOLDERS	DATE OF	TYPE	TRANSFER (NO. ISSUE/TRANSFER	FACE	OF SHARES)	VALUE (IN )
1. Cube Marketing Private	Limited	November 28, 2025	Transfer	-11,780	10
(Transferor)
2. VMB Capital	Private	Limited	November 28, 2025	Transfer	-1,290	10
(Transferor)
3. Manpreet Kaur (Transferee)	November 28, 2025	Transfer	11,780	10
4. Avadhesh Saraswat (Transferee)	November 28, 2025	Transfer	1,290	10

Note: Transfer Price is not known as the shares has been transferred through demat.

(xvii) Transfer as on December 05, 2025:
NAME OF SHAREHOLDERS	DATE OF	TYPE	TRANSFER (NO. ISSUE/TRANSFER	FACE	OF SHARES)	VALUE
						(IN )
1. Omnibulls	Training	and	November 21, 2025	Transfer	-2,490	10
Education	Private	Limited
(Transferor)
2. VMB Capital	Private	Limited	November 21, 2025	Transfer	1,290	10
(Transferee)

Note: Transfer Price is not known as the shares has been transferred through demat.

18. Changes in the Shareholding of the Board of Directors during the financial year

NAME OF THE DIRECTOR	SHARE HOLDING AT THE BEGINNING OF THE YEAR	CHANGES DURING THE YEAR	CHANGES DUE TO TRANSFER OF SHARES	SHAREHOLDI NG AT THE END OF THE YEAR	% OF TOTAL SHARES OF THE COMPANY AS ON MARCH 31, 2026
Kunal Kishore	3400000	NIL	NIL	3400000	27.73
Gaurav Patra	3333333	NIL	NIL	3333333	27.19
Manisha Chaudhary	3266667	NIL	NIL	3266667	26.64

19. Employees Stock Option Schemes (ESOP)

During the financial year 2025-26, there has been change in the Employee Stock Option Schemes of the Company. The Company has adopted Employee Stock Option Scheme 2025 (ESOP 2025) pursuant to a resolution passed at Board Meeting held on July 07, 2025 and a shareholders resolution passed at Extra Ordinary General Meeting held on July 08, 2025.

Employee Stock Option Plan 2021 and Employees Stock Option Plan 2024 were dissolved pursuant to a resolution passed at Board Meeting held on July 07, 2025.

The details of the ESOP 2025 are as under:

Pursuant to the resolution passed by our Board on July 07, 2025 and by our Shareholders on July 08, 2025, our Company had instituted the ESOP 2025, for issue of options to eligible employees. The ESOP 2025, will be administered by the Nomination and Remuneration (NRC) Committee. The objectives of the ESOP 2025 includes attaining and exceeding performance targets, encourage retention of talent and loyalty to our Company, enable fundamental alignment to value creation, align with shareholders interest, and encourage employee ownership in the Company or its Subsidiaries. Under the ESOP 2025, the NRC Committee is authorised to grant not exceeding 6,25,000 (Six Lakhs Twenty-Five Thousand) Employee Stock Options convertible in to not more than 6,25,000 (Six Lakhs Twenty-Five Thousand) Shares having a face value of 10/- (Rupees Ten Only) each fully paid-up, with each such Option conferring a right upon the Employee to be issued one Share of the Company, in accordance with the terms and conditions of such issue.

The Employee Stock Option Scheme 2025 is in compliance with Companies Act, 2013.

20. Details pursuant to Section 197(12) of the Companies Act, 2013

The provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company during the financial year under review, as the Company is not a listed company during the said financial year.

The equity shares of the Company were subsequently listed on the National Stock Exchange of India Limited (NSE) on May 11, 2026. Accordingly, the Company shall comply with the applicable requirements of Section 197(12) of the Companies Act, 2013 read with the aforesaid Rules from the financial year 2026–27 onwards.

21. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). This policy covers all employees of the Company whether permanent or temporary, probationary or part-time or working as a consultant or on a voluntary basis or engaged through a contractor or agent.

The Policy on Prevention of Sexual Harassment at Workplace is available at the website of the Company and accessible through weblink.

To build awareness in this area, the Company has been conducting induction/refresher programmes in the organisation on a continuous basis. During the financial year under review, the Company organised training sessions on the topics of POSH for the Employees and Internal Committee Members.

Details of Sexual Harassment cases are following:

SR. NO.	PARTICULARS	DETAILS
1.	Number of Sexual Harassment Complaints received	Nil
2.	Number of Sexual Harassment Complaints disposed off	Nil
3.	Number of Sexual Harassment Complaints pending beyond 90 days	Nil

Ms. Reegal Ranjan Mantoo, Presiding Officer of the Internal Complaints Committee of Value 360 Communications Limited confirmed vide its POSH Confirmation Letter dated May 25, 2026 that no complaint of sexual harassment under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 was received during the financial year 2025-26.

22. Corporate Social Responsibility (CSR)

Pursuant to Section 135 of the Act pertaining to Corporate Social Responsibility (CSR), the Company has duly constituted a Corporate Social Responsibility Committee (CSR Committee). The CSR Obligation for the financial year 2025-26 was 10,08,960/- and the Company had spent 10,08,960/- for carrying out the CSR projects.

The Annual Report on CSR is set out in Annexure B to this report. The CSR Policy is available on the Companys website and accessible through weblink.

The Company had constituted a CSR Committee to manage the CSR Projects and CSR activities undertaken thereunder. The CSR Committee ensures compliance with relevant laws and rules.

23. Investor Education and Protection Fund

During the financial year under review, there is no amount which is required to be transferred to the Investors Education and Protection Fund as per the provisions of Section 125(2) of the Act.

24. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption are not required to be provided as the Company has not undertaken any manufacturing activity.

Details of Foreign Exchange Earnings and Outgo during the financial year under review is given in the table below:

SR. NO.	PARTICULARS	(AMOUNT IN )
1.	Earnings in Foreign Exchange	3,38,23,959
2.	Expenditure in Foreign Currency	74,147

25. Change in Name of the Company

During the financial year 2025-26, there has been no change in the name of the Company.

26. Dematerialization of Shares

The shares of the Company are available for transfer in the dematerialized form under both the Depository Systems in India - NSDL and CDSL. The International Securities Identification Number (ISIN) allotted to the Companys shares under the Depository System is INE1E7Y01018.

27. Material Changes and Commitments, if any, post Balance Sheet date

Following events have occurred between end of the financial year of the Company to which the financial statements relate and the date of this report which may affect the financial position of the Company: a. Changes in Share Capital: Pursuant to the Initial Public Offer (IPO), the paid-up equity share capital of the Company increased from 12,26,08,080 comprising 1,22,60,808 equity shares of 10 each to 16,09,00,080 comprising 1,60,90,008 equity shares of 10 each.

b. The Company successfully completed its Initial Public Offer comprising a fresh issue of 38,29,200 equity shares of face value of 10 each, aggregating to 3,752.62 lakhs, and an offer for sale of 4,24,800 equity shares of face value of 10 each by the Selling Shareholder at an issue price of 98 per equity share (including a premium of 88 per equity share).

c. The Company received listing approval from the National Stock Exchange of India Limited (NSE) on May 8, 2026, and its equity shares were listed on the NSE Emerge Platform on May 11, 2026, and are currently available for trading.

d. The Board of Directors appointed ARB & Co., Chartered Accountants (Firm Registration No. 031254N), as the Internal Auditors of the Company for the financial year 2026–27.

28. Cost Audit

The provisions of Section 148 of the Companies Act, 2013 pertaining to cost audit are not applicable to the Company.

29. Secretarial Audit

For the financial year under review, the provisions of Section 204 of the Companies Act, 2013 pertaining to secretarial audit are not applicable to the Company.

However, pursuant to the listing of the Companys equity shares on the National Stock Exchange of India Limited (NSE) on May 11, 2026, the Company has appointed LV & Associates (Firm Registration No. S2024HR990100), Practicing Company Secretaries, as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from FY 2026–27. Accordingly, the Secretarial Audit of the Company shall be conducted by them from the financial year 2026–27 onwards, in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

30. Secretarial Standards Issued by the Institute of Company Secretaries of India (ICSI)

During the financial year under review, your Company is in compliance with the applicable Secretarial Standards specified by the Institute of Company Secretaries of India which has been further confirmed by the Secretarial Auditors of the Company.

31. Details of significant material orders passed by the regulators / courts / tribunal impacting the going concern status and Companys operation in future

There is no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

32. General

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. Issue of shares (including sweat equity shares and Employees Stock Options) to employees of the Company under any scheme save and except as mentioned in this Report;

3. Application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016, against the Company;

4. One-time settlement with any Bank or Financial Institution;

5. Details relating to deposits covered under Chapter V of the Companies Act, 2013;

6. Raising of funds through preferential allotment or qualified institutions placement save and except as mentioned in this Report;

7. Pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016;

8. There was no commission paid by the company to its managing director or whole-time directors so no disclosure required in pursuance to the section 197(14) of The Companies Act, 2013;

9. Fraud reported by Statutory Auditors; and

10. Change in the nature of business.

33. Cautionary Statement

Statements in the Annual Report, including those which relate to Management Discussion and Analysis (presented as a part of Annual Report), describing the Companys objectives, estimates and expectations, may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

34. Acknowledgements

Your Directors wish to place on record their sincere appreciation for the support and co-operation to all its stakeholders including clients, investors, bankers, government, regulatory authorities and business associates for their continued support during the year.

The Directors truly appreciates the contribution made by employees at all levels for their hard work, solidarity, co-operation and support.

	By Order of the Board of Directors
	Value 360 Communications Limited
	Kunal Kishore
	Chairman & Managing Director
	DIN: 0063472
	Gaurav Patra
	Whole-Time Director
	DIN: 02551958
Date: June 01, 2026
Place: Delhi