Vivo Bio Tech Ltd Directors Report

BOARDS REPORT

Dear Members,

Your Directors have great pleasure in presenting the 39 th Annual Report and the Audited Financial Statements (Standalone & Consolidated) for the Financial Year ended March 31,2026.

1. FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)

Particulars	Consolidated		Standalone
	2025-2026	2024-2025	2025-2026	2024-2025
Total Income	5,377.55	5,147.74	5,300.93	5,147.74
Profit before finance cost, Depreciation & Amortization, Taxation	2,128.54	2,531.41	2,105.81	2,560.22
Less: Finance Cost	584.88	750.44	584.88	750.44
Depreciation & Amortization Expenses	1,062.67	901.67	1,062.67	901.68
Profit Before Tax	480.99	879.30	458.26	908.11
Less: Tax Expenses	651.88	151.04	651.88	151.04
Profit After Tax	(170.88)	728.26	(193.61)	757.08

2. STATE OF AFFAIRS/COMPANYS PERFORMANCE:

The total income on consolidated basis of the Company for the financial year 2025-2026 comprises of Rs. 5,377.55 Lakhs compared to Rs. 5,147.74 Lakhs in previous financial year 2024-2025.

On a consolidated basis, the Company reported Net Loss of (170.88) Lakhs for the financial year 2025-2026 compared to 728.26 Lakhs in the previous financial year 2024-2025.

3. OUTLOOK:

The financial year 2025-2026 delivered a steady increase in revenue within our core business segment. Moving into the financial year 2026-2027, our focus is on sustaining this upward growth momentum. We remain committed to scaling up our portfolio investments to secure our long- term future growth.

4. RESERVES AND SURPLUS:

The Company has not transferred any amount from profit and loss to general reserve during the current financial year.

5. DIVIDEND:

Your directors did not recommend any dividend on shares for the financial year 2025-2026.

6. CONSOLIDATED FINANCIAL RESULTS:

Pursuant to Regulation 33 of SEBI (LODR) Regulations, 2015 and the Companies Act, 2013, (the Act), the consolidated financial statements prepared as per Companies Act, 2013 and applicable Accounting Standards, duly audited forms part of the Annual Report.

As required under the provisions of section 129 of the Act, read with Rule 5 of Companies (Accounts) Rules, 2014, a statement showing the salient features of the financial statements of the subsidiaries, associates and joint ventures in form AOC - 1 is enclosed as ANNEXURE - A to this Report.

The financial statements of the subsidiary companies will be made available to the members of the Company on request and will also be kept for inspection at the Registered Office of the Company.

7. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

The Company has the following four (4) Wholly Owned Subsidiaries:

i. Vivo Bio Labs Private Limited

ii. Vivo Bio Discovery Services Private Limited

iii. Surlogic Life Consultancy PrivateLimited

iv. Vivo Bio Consulting Services Private Limited (formerly known as Donakanti Consulting Services Private Limited)

No Company ceased to be a Subsidiary of the Company during the year. The Company does not have any Associates and Joint Ventures companies.

8. PERFORMANCE OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

As per Rule 8 of Companys (Accounts) Rules, 2014, the brief details on the financial performance of subsidiaries, associates and joint venture companies along with their contribution to the overall performance of the Company are given below:

VIVO BIO LABS PRIVATE LIMITED (VBLPL):

VBLPL, a wholly owned subsidiary of the Company, earned total revenue of Rs. 18.79 Lakhs for the year ended March 31,2026 and Profit after Tax was Rs. 5.01 Lakhs

VIVO BIO DISCOVERY SERVICES PRIVATE LIMITED (VBDSPL):

VBDSPL, a wholly owned subsidiary of the Company, earned total revenue of Rs. 19.89 Lakhs for the year ended March 31,2026 and Profit after Tax was Rs. 7.66 Lakhs

SURLOGIC LIFE CONSULTANCY PRIVATE LIMITED (SLCPL):

SLCPL, a wholly owned subsidiary of the Company, earned total revenue of Rs. 18.80 Lakhs for the year ended March 31,2026 and Profit after Tax was Rs. 4.12 Lakhs.

VIVO BIO CONSULTING SERVICES PRIVATE LIMITED (VBCSPL):

VBCSPL, formerly known as Donakanti Consulting Services Private Limited, a wholly owned subsidiary of the Company, earned total revenue of Rs. 19.15 Lakhs for the year ended March 31,2026 and Profit after Tax was Rs. 5.93 Lakhs.

The Financial Statements of the subsidiaries, as required, are available on the Companys website and can be accessed through the link:

http://www.vivobio.com/vivo/investor relations/finacialdata?page=subsidary financials

9. MATERIAL SUBSIDIARY:

The Company does not have any material subsidiary as per the thresholds laid down under the Listing Regulations.

The Company has adopted a policy for determining material subsidiary, in line with the requirements of the Listing Regulations. The Policy on Material Subsidiary is available on the website of the Company at http://www.vivobio.com/vivo/investor relations?page=policies.

10. BOARD AND COMMITTEES:

i. BOARD OF DIRECTORS:

Your Company is managed and controlled by a Board comprising an optimum blend of Executive and NonExecutive Directors. As on March 31,2026, the Board of Directors comprises of Six (6) Directors consisting of a three (3) Whole-time Directors and Three (3) Non-Executive Directors out of which Two (2) are Independent Directors including one (1) Woman Director and one (1) of them is Chairman of the Company. The composition of the Board is in conformity with Regulation 17 of Listing Regulations and the relevant provisions of the Act. The Directors possess requisite qualifications and experience in general corporate management, strategy, finance, engineering, information technology and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.

ii. RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Mr. Kalyan Ram Mangipudi (DIN: 02012580), Director retires by rotation at the forthcoming Annual General Meeting and, being eligible offers himself for re-appointment.

The brief profile(s) of the director(s) seeking appointment/re-appointment at the ensuing Annual General Meeting is/are presented in the Annual Report.

iii. DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors of the Company have furnished declarations confirming that they meet the criteria of independence prescribed under the said section and regulation, read with Schedule IV ofthe Companies Act, 2013.

iv. REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS DATABANK:

All the Independent Directors of the Company have been registered and are members of Independent Directors Databank maintained by Indian Institute of Corporate Affairs (IICA).

V. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

On their appointment, Independent directors are familiarized about the Companys operations and business. Interaction with the Business Heads and key executives of the Company is also facilitated. Detailed Presentations on the business of each of the Processes are made to the directors. Direct Meetings with the Chairperson are further facilitated for the new appointee to familiarize about the Company/its businesses and the group practices.

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Company shall familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes.

Accordingly, your Company arranged technical sessions to familiarize the Independent Directors, the details of which are disclosed on the website of the Company at http://www.vivobio.com/vivo/investor relations?page=policies.

Vi. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out evaluation of its own performance, the performance of Committees of the Board, namely Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee and also the Directors individually. The manner in which the evaluation was carried out and the process adopted has been mentioned out in the Corporate Governance Report.

Vii. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) & (5) of the Companies Act, 2013 the Directors state that:

a) In the preparation of the annual financial statements for the year ended March 31, 2026, the applicable accounting standards have been followed and there have been no material departures therefrom;

b) The accounting policies mentioned in the Notes to the Standalone Financials Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2026 and of the profits of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding

the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual financial statements have been prepared on a going concern basis;

e) Proper internal financial controls have been laid down to be followed by the Company and such internal financial controls are adequate and operating effectively; and

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

viii. BOARD MEETINGS:

During the financial year 2025-2026, Eight (8) Board Meetings were held, the details of which are given in the Corporate Governance Report. The further details on the Appointment or resignation of directors, meetings of Board, Committees, composition and the attendance of directors/members, and Meetings of Independent Directors are detailed in the Corporate Governance Report.

ix. COMMITTEES OF THE BOARD:

The details of the constitution of Committees of the board and their meetings thereof are detailed in the Corporate Governance Report.

X. KEY MANAGERIAL PERSONNEL:

The Key Managerial Personnel (KMP) of the Company as on March 31,2026 are -

a. Mr. M. Kalyan Ram, Whole Time Director,

b. Dr. Sankaranarayanan Alangudi , Whole Time Director

c. Mr. Sri Kalyan Kompella, Whole Time Director & Chief Financial Officer

d. Mr. A V Kiran, Company Secretary.

Mr. A V kiran, company secretary has resigned and Mr. Bhavish Vijayvargiya has been appointed w.e.f from 24.06.2026.

11. AUDIT AND AUDITORS:

i. STATUTORY AUDITORS AND THEIR REPORT:

M/s P. Murali & Co, Chartered Accountants were appointed as Statutory Auditors from the conclusion of 35th Annual General Meeting to be held on September 28, 2022 until the conclusion of the 40th Annual General Meeting of the Company to be held in the year 2027.

The Auditors Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer on the financial statements. However, the Statutory Auditors have made an observation under Clause 3(vii) of the Companies (Auditors Report) Order, 2020 (CARO) annexed to their report, regarding delay in depositing certain undisputed statutory dues. The Boards comments on this observation, pursuant to Section 134(3)(f) of the Companies Act, 2013, are set out below.

The board wishes to clarify that during the year, the Company faced liquidity constraints resulting in delays in the remittance of certain undisputed statutory dues. The delays were primarily due to temporary cashflow mismatches, including delays in the realisation of receivables and the timing of other operating cash flows.

The management is actively taking steps to strengthen the companys liquidity position and improve working-capital management. The Company is also undertaking measures to regularise the outstanding statutory dues in a phased manner, along with applicable interest, wherever required, and remains committed to strengthening its statutory compliance and ensuring timely remittances going forward.

ii. SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Mr. G. Vinay Babu, Practicing Company Secretary, as Secretarial Auditor to undertake the Secretarial Audit of your Company for the financial year 2025-2026. The Report of the Secretarial Audit is annexed as ANNEXURE - C.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

In terms of Regulation 24A of the Listing Regulations, there is no material unlisted subsidiary incorporated in India. Hence, there is no requirement of a secretarial audit for any of the Companys subsidiaries in India.

iii. COST AUDITOR AND MAINTENANCE OF COST RECORDS:

The maintenance of Cost Records as specified by Central Government under section 148(1) of Companies Act, 2013 is not applicable to the Company and accordingly the Company is not required to appoint a Cost Auditor for the financial year 2025-2026.

iv. INTERNAL AUDITOR:

In terms of Section 138 of the Companies Act, 2013 and the relevant Rules, M/s. LVS Prasad Rao & Associates, Chartered Accountants, Rep by CA. K.L.V.S Prasad Rao, Chartered Accountant, Hyderabad, is the Internal Auditor of the Company. The Internal Auditor directly reports to the Audit Committee.

12. PARTICULARS OF EMPLOYEES:

A statement comprising the names of top 10 employees in terms of remuneration drawn and every persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. No employee was in receipt of remuneration more than the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid information will be available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

13. DISCLOSURE OF REMUNERATION:

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as ANNEXURE- D and forms an integral part of this Report.

14. REMUNERATION POLICY:

On the recommendation of the Nomination and Remuneration Committee, the Board has, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Salient features of the Remuneration Policy are set out in the Corporate Governance Report. The Remuneration Policy is available on the Companys website at http://www.vivobio.com/vivo/investor relations?page=policies.

15. DETAILS OF EMPLOYEE STOCK OPTION SCHEME:

Disclosures pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and a certificate issued by the Secretarial Auditor of the Company, pursuant to Regulation 13 of the Securities Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is available on the website of the Company at www.vivobio.com.

16. GOVERNANCE POLICIES:

At Vivo, we strive to conduct our business and strengthen our relationships in a manner that is dignified, distinctive and responsible. We adhere to ethical standards to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. Therefore, we have adopted various codes and policies to carry out our duties in an ethical manner. Some of these codes and policies are:

i. Code of Conduct

ii. Code of Conduct for Prohibition of Insider Trading

iii. Whistle Blower Policy

iv. Code of Conduct for Board of Directors and Officers of Senior Management

v. Policy for determining materiality for disclosure

vi. Document Retention and Archival Policy

vii. Sexual Harassment Policy

The link for accessing the above policies is http://www.vivobio.com/vivo/investor_relations?page=policies

17. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in Zero Tolerance against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as Code of Business Conduct which forms an Appendix to the Code.

The Code is available on Companys website in the following link: http://www.vivobio.com/vivo/investor relations?page=policies.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

18. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code for the financial year.

Pursuant to the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, which is effective from April 01,2019, the Board has formulated a Code of Conduct to regulate, monitor and report trading by insiders and the Board has also adopted a code of practices and procedures for fair disclosure of unpublished price sensitive information.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. Whistle Blower Policy is posted on Companys website in the following link http://www.vivobio.com/vivo/investor relations?page=policies.

20. SEXUAL HARASSMENT POLICY

The Company as required under the provisions of The Sexual Harassment of women at Workplace (Prohibition, prevention and Redressal) Act, 2013 has framed a policy on Prohibition, Prevention and Redressal of Sexual Harassment of women at workplace and matters connected therewith or incidental thereto. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy. During the financial year 2025-2026, no incidents of sexual harassment was reported.

Particulars	Number of Complaints
Number of complaints of sexual harassment received in the year	NIL
Number of complaints disposed off during the year
Number of cases pending for more than ninety days

Your Company confirms compliance with the provisions of the Maternity Benefit Act, 1961, and rules framed thereunder. Eligible women employees are provided maternity benefits in accordance with statutory requirements, including paid maternity leave.

21. RISK MANAGEMENT:

Currently, the Companys risk management approach comprises of the following:

i. Governance of Risk

ii. Identification of Risk

iii. Assessment and control of Risk

The risks are being identified by a detailed study. Senior Management are analyzing and working in mitigating them through co-ordination among the various departments.

Your Company puts in place the risk management framework, which helps to identify various risks cutting across its business lines. The risks are identified and are discussed by the representatives from various functions.

Presentation to the Board of Directors and the Audit Committee is made on risk management. The Board and the Audit Committee provides oversight and review the risk management policy periodically.

22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance of internal policies. The Company has a well- defined delegation of power and defined limits for approving revenue as well as capital expenditure. Processes for formulating and reviewing annual and long term business plans have been laid down to ensure adequacy of the control system, adherence to the management instructions and legal compliances.

23. RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Companys Promoters, Promoter Group, Directors, Senior Management Personnel or their relatives, which could have had a potential conflict with the interests of your Company. Please see the details of the same in form AOC-2 which is enclosed as ANNEXURE - E.

Further all Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval for normal Company transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive in nature as well as for the normal Company transactions which cannot be foreseen and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee.

Your Directors have on the recommendations of the Audit Committee, adopted a policy to regulate transactions between your Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015. The Policy on Related Party Transaction is available on the Companys website at http://www.vivobio.com/vivo/investor relations?page=policies.

None of the Directors had any pecuniary relationship or transactions with the Company, except the payments made to them in the form of remuneration, sitting fee and commission.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo, as prescribed under Sub-section (3)(m) of Section 134 of the Act, read with Companies (Accounts) Rules, 2014, are enclosed as ANNEXURE - F to this Report and form part thereof.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII, the provisions relating to Corporate Social Responsibility is not applicable to the Company during the financial year 2025-2026.

26. EXTRACT OF ANNUAL RETURN:

In accordance with Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2026, is available on the website of the Company at

http://www.vivobio.com/vivo/investor relations/finacialdata?page=annual returns.

27. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming a part of this Annual report.

28. BANKS AND FINANCIAL INSTITUTIONS:

Your Company is prompt in making the payment of interest and repayment of loans to the financial institutions / banks. Banks and Financial Institutions continue their unstinted support in all aspects and the Board records its appreciation for the same.

There was no instance of one time settlement with any Bank/Financial Institution.

29. PUBLIC DEPOSITS:

The Company has not accepted any deposits during the year under review, and no deposits were outstanding as on March 31,2026.

30. TRANSFER OF UNCLAIMED DIVIDEND AND CORRESPONDING EQUITY SHARES:

Pursuant to the provisions of Companies Act, 2013, there is no unclaimed dividend amount due and corresponding equity shares for transfer to Investor Education and Protection Fund (IEPF).

31. HEALTH, SAFETY AND ENVIRONMENT:

The Company considers it is essential to protect the earth and limited natural resources as well as the health and wellbeing of every person.

The Company strives to achieve safety, health and environmental excellence in all aspects of its business activities. Acting responsibly with a focus on safety, health and the environment is a part of the Companys DNA.

32. MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report for the year under review, forms part of the Integrated Annual Report.

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to the Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility Report is not applicable to the Company for the financial year 2025-2026.

34. CORPORATE GOVERNANCE REPORT:

A separate report on Corporate Governance is enclosed as ANNEXURE- G as a part of the Annual Report along with the certificate from the Statutory Auditor on its compliance.

35. CEO AND CFO CERTIFICATION:

The annual certification given by the Whole Time Director and Chief Financial Officer of the Company is published in this Annual Report as ANNEXURE - B.

36. ANNUAL SECRETARIAL COMPLIANCE REPORT:

A Secretarial Compliance Report for the financial year ended March 31,2026, on compliance of all applicable SEBI Regulations and circulars / guidelines, issued by Mr. G. Vinay Babu, Practicing Company Secretary, was submitted to BSE Limited.

37. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business of your Company during the year under review.

38. LISTING AT STOCK EXCHANGES:

The equity shares of your Company continue to be listed and traded on the BSE Limited (BSE).

39. SHARE CAPITAL AND CHANGES IN CAPITAL STRUCTURE:

i. AUTHORIZED SHARE CAPITAL:

During the financial year under review, the Authorized Capital of the Company remained Rs. 30 Crores.

ii. PAID-UP SHARE CAPITAL:

The Paid-up Share Capital of the Company as on March 31, 2026 is Rs. 22,19,06,280 /- divided into 2,21,90,628 Equity Shares of Rs. 10 each fully paid up.

Particulars	As at March 31,2026		As at March 31,	2025
Equity	Number of	Amount in Rs.	Number of	Amount in
Shares	Shares		Shares	Rs.
(a) Authorized Share Capital:
Equity Shares of Rs.10/-each	3,00,00,000	30,00,00,000	3,00,00,000	30,00,00,000
b) Issued, Subscribed and Fully Paid Up Share Capital:
Equity Shares of Rs. 10/- each	2,21,90,628	22,19,06,280	1,71,64,816	17,16,48,160

iii. RECONCILIATION OF SHARES OUTSTANDING AT THE BEGINNING AND AT THE END OF THE REPORTING PERIOD:

Particulars	As at March 31,2026		As at March 31,2025
Equity Shares	Number of Shares	Amount in Rs.	Number of Shares	Amount in Rs.
Shares outstanding at the beginning of the year	1,71,64,816	17,16,48,160	1,49,03,520	14,90,35,200
Add: Issued and Allotted during the year
a. Shares allotted under ESOP Scheme 2016	Nil	Nil	12,25,000	1,22,50,000
b. Shares allotted on conversion of warrants	50,25,812	5,02,58,160	10,36,296	1,02,62,960
Total (a+b)	50,25,812	5,02,58,160	22,61,296	2,26,12,960
Less: Shares bought back during the year	Nil	Nil	Nil	Nil
Shares outstanding at the end of the year	2,21,90,628	22,19,06,280	1,71,64,816	17,16,48,160

iv. TERMS/RIGHTS AND RESTRICTIONS ATTACHED TO THE EQUITY SHARES:

The Company has only one class of Equity Shares having a face value of Rs.10/-. Each Shareholder is eligible for one vote per every share held.

40. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operation in future.

41. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made there under.

42. COMPLIANCE OF SECRETARIAL STANDARDS:

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

43. INSOLVENCY AND BANKRUPTCY CODE:

There are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

44. OTHER DISCLOSURES:

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

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

ii. Issue of shares (including sweat equity shares) to employees of your Company under any scheme save and except ESOS referred to in this Report.

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

45. CAUTIONARY STATEMENT:

Statements in this Boards Report and Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may be forward- looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include Human Resources availability, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factor.

46. ACKNOWLEDGMENTS:

Your directors would like to place on record their appreciation of support, co-operation and assistance received from the Companys clients, Central Government and State Government authorities, bankers, shareholders and suppliers. The board wishes to convey its appreciation for hard work, solidarity, cooperation and support put in by the Companys employees at all levels in enabling such growth.

For and on behalf of the Board of Directors

Place: Hyderabad	M Kalyan Ram	Sri Kalyan Kompella
Dated: August 22, 2026	Whole Time Director	Whole Time Director & CFO
	DIN:02012580	DIN:03137506