Yaap Digital Ltd Directors Report

To, The Members, Yaap Digital Limited

(Formerly known as Yaap Digital Private Limited)

Your directors have pleasure in presenting their 11^th Annual Report on the Standalone and Consolidated Audited Statement of Accounts of Yaap Digital Limited (Formerly known as Yaap Digital Private Limited) ("the Company") for the Financial Year ended March 31, 2026.

Financial Results:

The summarized financial performance of the Company for FY 2025-26 and 2024-25 are given below:

[Amount in Lakhs]

Particulars	Standalone		Consolidated
	31/03/2026	31/03/2025	31/03/2026	31/03/2025
Revenue from operations	10,625.80	12,515.24	18,488.90	15,254.49
Other Income	228.84	239.76	383.75	185.16
Total Revenue	10,854.64	12,755.00	18,872.65	15,439.65
Total Expenses	9,627.77	11,589.43	16,002.46	13,952.24
Profit/(Loss) before exceptional items and tax	1,226.88	1,165.58	2,870.19	1,487.40
Exceptional Items/prior period item	-	-	-	-
Net Profit Before Tax	1,226.88	1,165.58	2,870.19	1,487.40
Provision for Tax
- Current Tax	299.24	246.14	673.76	305.09
- Income Tax Earlier Years	19.14	(0.59)	20.68	(0.39)
- Deferred Tax (Liability)/Assets	2.29	50.08	(44.27)	61.21
Net Profit/(Loss) After Tax	906.21	869.94	2,220.02	1,121.50
Minority Interest	-	-	373.87	-
Profit for the year	906.21	869.94	1,846.15	1,121.50
Earnings per equity share (for continuing operation):
- Basic	5.94	52.17	12.10	67.26
- Diluted	5.94	52.17	12.10	67.26

Review of Operations As per Standalone:

During the financial year under review, the Company recorded total revenue of INR 1,08,54,64,363, as against INR 1,27,55,00,247 in the corresponding previous year. Further, the Company earned a net profit after tax of INR 9,06,20,775 as against INR 8,69,94,031 in the corresponding previous year.

As per Consolidated:

During the financial year under review, the Company recorded total revenue of INR 188,72,64,755, as against INR 154,39,64,857 in the corresponding previous year, as per the Consolidated Financial Statements. Further, the Company earned a net profit after tax of INR 18,46,14,878, as against INR 11,21,49,679 in the corresponding previous year, as per the Consolidated Financial Statements.

State of Affairs and Future Outlook:

Yaap Digital Limited ("YAAP" or the "Company") continued to strengthen its position as an integrated digital marketing, content and technology services company during FY 2025–26. The Company expanded its capabilities across influencer marketing, content creation, performance marketing, media buying, UI/UX, technology and marketing analytics, while continuing to strengthen its client relationships and operational efficiencies. The Company successfully completed its Initial Public Offering and was listed on NSE Emerge during the year. Further, the acquisition of Gozoop Online Private Limited is expected to strengthen YAAPs digital marketing capabilities, expand its client base and create opportunities for cross-selling and operational synergies. Going forward, the Company will focus on expanding its service offerings, leveraging technology and artificial intelligence, strengthening its presence in existing and new markets, deepening client relationships and achieving sustainable and profitable growth. The Company remains optimistic about the long-term prospects of the digital marketing industry and is committed to creating sustainable value for its stakeholders.

Change in the nature of business, if any:

There has been no change in the nature of business of the Company during the financial year under review.

Dividend:

To conserve the resources for the further growth of the Company, your directors think it fit not to recommend any dividend for the year under review.

Transfer to Reserves:

The Board of Directors has not transferred any amounts in reserve.

Share Capital:

As on March 31, 2026, the authorized share capital of the Company is INR. 25,00,00,000 (Indian Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) equity shares of face value of INR 10 (Indian Rupees Ten Only) each and issued, subscribed and paid-up share capital is INR 20,93,30,000 (Indian Rupees Twenty Crores Ninety-Three Lacs Thirty Thousand only) divided into 2,09,33,000 (Two Crores Nine Lacs Thirty-Three Thousand only) Equity Shares of INR 10 (Indian Rupees Ten only) each.

Changes during the financial year under review:

During the Financial year under review, the following changes were made in the Share Capital of the Company:

1. Authorized Share Capital

There was no change in the Authorized Share Capital of the Company during the financial year under review

2. Issued, Subscribed and Paid-Up Share Capital:

Date of Allotment	Details of Allotment	Type of Issue
15/04/2025	The Board of Directors at their Board meeting held on 15th April, 2025 has approved to 1,36,96,000 (One Crore Thirty-Six Lacs Ninety-Six Thousand) fully paid-up Equity Shares having face value of INR. 10/- (Indian Rupees Ten Only) each as "Bonus Shares" to the existing Equity Shareholders of the Company, in the proportion of 8 (Eight) new fully paid- up equity shares of INR 10/- each for every 1 (One) existing fully paid-up equity share of INR 10/- each held by them.	Bonus Issue
02/03/2026	Pursuant to the Initial Public Offer ("IPO") of the Company, which opened for subscription on Wednesday, February 25, 2026 and closed on Friday, February 27, 2026, and in compliance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBI ICDR Regulations"), 55,25,000 Equity Shares of face value 10 each have been offered and successfully allotted at an Issue Price of 145 per Equity Share (including a premium of 135 per Equity Share), to the respective applicants across the various categories, in terms of the basis of allotment approved by the Board of Directors in consultation with the authorized representative of National Stock Exchange of India Limited (the "Designated Stock Exchange").	Initial Public Offering

Employee Stock Option Plan:

In order to develop and implement a long term incentive program to effectively attract, motivate and retain the best talent from the industry in a competitive environment and to encourage employees to align individual performance with Company objectives, the Company had introduced Yaap Digital Private Limited - Employee Stock Option Plan 2016 and the Scheme envisages a total grant of Options up to maximum limit not exceeding 12% of the paid-up share capital of the Company from time to time, subject to various terms and conditions as prescribed by the Board under the YAAP ESOP, 2016 in the meeting held on October 10, 2016. The Yaap ESOP, 2016 was amended in 2017 to allot the shares through trust route and accordingly Yaap Employees Welfare Trust was formed. The following disclosures are being made for the financial year ending on March 31, 2026, as required under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014:

Particulars	Options
A options granted during the year	Nil
B options vested during the year	Nil
C options exercised / settled	Nil
D the total number of shares arising as a result of exercise of option	Nil
E options lapsed (Forfeited) during the year	Nil

Directors and Key Managerial Personnel:

There were following changes in the composition of the board of Directors and Key Managerial Personnel of the company as on the date of this report:

Directors/KMP
1. Subodh Vijayaraghava Menon	00972842	Non-Executive Director	Change in Designation as Non- Executive Directors with effect from July 03, 2025.
2. Atul Jeevandharkumar Hegde	02699927	Chairman & Managing Director	Cessation due to the untimely and unfortunate demise of the Chairman & Managing Director on July 07, 2026
3. Shyamal Jitendra Madhvi	AUYPM6338F	Chief Financial Officer	Re-designation and cessation as Chief Financial Officer of the Company with effect from July 10, 2026.
4. Mr. Jigesh Shah	ATZPS5282L	Chief Financial Officer	Appointment and Chief Financial Officer with effect from July 10, 2026
5. Mr. Laxmiraj Seetharam Nayak	01828278	Additional Director	Appointed as an Additional Director with effect from July 14, 2026.
6. Mr. Laxmiraj Seetharam Nayak	01828278	Chairman & Managing Director	Change in designation as Chairman and Managing Director with effect from July 14, 2026, for the period of 3 years subject to members approval at the ensuing AGM.
7. Mr. Vijaykumar Bhanwarlal Malpani	08182663	Additional Non- Executive Director	Appointed as Additional Non- Executive Director with effect from August 14, 2026/

All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013. Further, the Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act stating that he/she meets the criteria of independence as laid out in Section 149(6) of the Act. Further, the composition of the board of directors and Key Managerial Personnels as on March 31, 2026, is as follows:

Name of Directors	Designation
1. *Atul Jeevandharkumar Hegde	Chairman & Managing Director
2. **Subodh Vijayaraghava Menon	Non-Executive Director
3. Sudhir Menon	Non-Executive Director
4. Jagadesh Babu Botta	Independent Director
5. Vandana Maithani Singh	Independent Director
6. Shyamal Jitendra Madhvi	Chief Financial Officer
7. Shivani Shivshankar Tiwari	Company Secretary and Compliance Officer

* Cessation due to the untimely and unfortunate demise of the Director on July 07, 2026;

** Change in Designation from Executive Director to Non-Executive Director of the Company w.e.f. July 03, 2025;

F the exercise price	INR 10 per share
G variation of terms of options	NA
H money realized by exercise of options	NA
I total number of options in force	Nil
J employee wise details of options granted to:- (i) key managerial personnel	Nil
(ii)any other employee who receives a grant of options in any one year of option amounting to five per cent or more of options granted during the year	Nil

 

(iii) identified employees who were granted option, during any one year, equal to or exceeding one per cent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of the grant		1. Granted 1.47 % of the issued capital at the time of Grant.
1 Anup Kumar	24,000	2. Granted 1.91 % of the issued capital at the
2 Anjan Roy	32,000

The Composition of Board of Directors and Key Managerial Personnels as on the date of this report are as follows:

Name of Directors	Designation
1. *Laxmiraj Seetharam Nayak	Chairman & Managing Director
2. **Subodh Vijayaraghava Menon	Non-Executive Director
3. Sudhir Menon	Non-Executive Director
4. Jagadesh Babu Botta	Independent Director
5. Vandana Maithani Singh	Independent Director
6. ***Vijaykumar Bhanwarlal Malpani	Additional Non-Executive Director
7. ****Jigesh Ashvin Shah	Chief Financial Officer
Shivani Shivshankar Tiwari	Company Secretary and Compliance Officer

Company with effect from July 14, 2026;

** Change in Designation from Executive Director to Non-Executive Director of the Company with effect from July 03, 2025; *** Appointed as Additional Non-executive Director with effect from August 14, 2026; **** Appointment as Chief Financial Officer (CFO) of the Company with effect from July 10, 2026.

Board Meetings:

During the financial year under review, 15 (Fifteen) Board meetings were held as per Section 173 of the Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two board meetings and others. The agenda and notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company. Additional meetings are held, when necessary.

Sr. No.

Date of Meeting

No. of Director entitled to attend

No. of attended

Director

COMPOSITION OF THE AUDIT COMMITTEE:

The Audit Committee has been formed pursuant to Section 177 of the Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 at the board meeting held on April 15, 2025 and reconstituted on July 14, 2026. Majority members of the Audit Committee are Independent Director and possess strong knowledge of accounting and financial management. During the financial year under review, 14 (Fourteen) committee meetings were held as per Section 173 of the Companies Act, 2013 which is summarized below.

Date of Meeting	No. of Members entitled to attend	No. of Member attended the meeting
04/06/2025	3	2
27/06/2025	3	2
03/07/2025	3	3
08/08/2025	3	3
29/08/2025	3	2
01/09/2025	3	2
23/12/2025	3	3
27/01/2026	3	3
10/02/2026	3	3
13/02/2026	3	3
18/02/2026	3	3
24/02/2026	3	3
02/03/2026	3	3
17/03/2026	3	3

Details of Composition of the Committee:

Name of the Member	Designation	No. of Meetings attended
1 Jagadesh Babu Botta	Independent Director and Chairman	12
2 Vandana Maithani	Independent Director and Member	12
3 *Atul Jeevandharkumar Hegde	Chairman & Managing Director and Member of the Committee	14
4 **Laxmiraj Seetharam Nayak	Chairman & Managing Director and Member of the Committee	NA

* Cessation due to the untimely and unfortunate demise of the Director on July 07, 2026;

** Appointed as Additional Director & Change in Designation as Chairman & Managing Director of the Company with effect from July 14, 2026;

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the statutory auditor and notes the processes and safeguards employed by each of them.

COMPOSITION OF THE NOMINATION & REMUNERATION COMMITTEE:

The company has pursuant to Section 177 read with Regulation 19 of Securities Exchange Board of India (listing Obligations and Disclosure requirements) 2015, has formed a Nomination & Remuneration Committee on April 15, 2025 to lay down norms for identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. Furthermore, Nomination & remuneration committee look after remuneration payable to directors, key managerial personnel and senior management.

The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees determination of qualified

Directors for induction in the board remuneration of the executive as well as non-executive directors and executives at all levels of the Company.

The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

During the financial year under review, 2 meetings of the committee were held on July 03, 2025 and March 31, 2026. Details of the Composition of the Committee and attendance during the year are as under:

Name of the Member	Designation	No. of Meetings attended
1 Vandana Maithani	Independent Director and Chairman	2
2 Jagadesh Babu Botta	Independent Director and Member	2
3 Sudhir Menon	Non-Executive Director and Member	1

Nomination and Remuneration Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointments of Board Members. The Board of Directors is authorized to decide Remuneration for Executive Directors. The Remuneration structure comprises of Salary and Perquisites. Salary is paid to Executive Directors within the Salary grade approved by the Members. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel.

The same is annexed to this report as "Annexure I" and is available on our website The policy is available on our website https://www.yaap.in/.

COMPOSITION OF THE STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to Section 178 of the Companies Act, 2013 read with Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the committee was formed on April 15, 2025, and re-constituted on July 14, 2026. The Committee reviews Shareholders/ Investor s complaints. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders. During the financial year under review, 1 meetingof the committee washeld on March 31, 2026. Details of the composition of the Committee:

Name of the Member	Designation	No. of Meetings attended
1 Jagadesh Babu Botta	Independent Director and Chairman	1
2 Vandana Maithani	Independent Director and Member	1
3 *Atul Jeevandharkumar Hegde	Chairman & Managing Director and Member of the Committee	1
4 **Laxmiraj Seetharam Nayak	Chairman & Managing Director and Member of the Committee	NA

* Cessation due to the untimely and unfortunate demise of the Director on July 07, 2026;

** Appointed as Additional Director & Change in Designation as Chairman & Managing Director of the Company with effect from July 14, 2026;

Corporate Social Responsibility:

COMPOSITION OF THE CORPORATE SOCIAL RESPOSIBILITY COMMITTEE (CSR):

The CSR committee was constituted on November 04, 2024, and re-constituted on April 15, 2025 & July 14, 2026, pursuant to Section 135 and other provisions as applicable of the Companies Act, 2013 read with rules made thereunder (including re-enactment and modification thereunder). The Committee is authorized to review and carry out the CSR activities. The details of terms of references and responsibilities are as set out in the CSR policies available on Companys website at https://www.yaap.in/. During the financial year under review, 2 meetings of the committee were held on June 04, 2025, and March 17, 2026. Details of the composition of the Committee and attendance during the year are as under:

Name of the Members	Designation	No. of Meetings attended
1. *Atul Jeevandharkumar Hegde	Chairman & Managing Director and Chairman of Committee	2
2. **Laxmiraj Seetharam Nayak	Chairman & Managing Director and Chairman of Committee	NA
4. Jagadesh Babu Botta	Independent Director and Member	1
5. Vandana Maithani	Independent Director and Member	2

* Cessation due to the untimely and unfortunate demise of the Director on July 07, 2026;

** Appointed as Additional Director & Change in Designation as Chairman & Managing Director of the Company with effect from July 14, 2026

The Company has always been mindful of its obligations vis-?-vis the communities it impacts and has been pursuing CSR activities it became mandated by law. The Company has also formulated a Corporate Social Responsibility Policy (CSR Policy) in accordance with the Act. The CSR Policy is displayed on the website of the Company at https://www.yaap.in/. Report on CSR activities undertaken by the Company is appended to this report as "Annexure – II". During the Financial Year 2025–2026, the Company discharged its Corporate Social Responsibility ("CSR") obligations as a responsible corporate citizen by contributing an amount of INR 14,87,155 towards the CSR obligation for the Financial Year 2024–2025. Further, the Company was required to discharge an amount of INR 11,37,000 towards the unspent CSR obligation pertaining to the Financial Year 2023–2024. The said amount was contributed to the PM CARES Fund on June 17, 2025, i.e., within six months from the end of the Financial Year 2024–2025, in accordance with Section 135 of the Companies Act, 2013 and the rules made thereunder. Accordingly, the Company has duly discharged its applicable CSR obligations in compliance with the provisions of the Companies Act, 2013 and the rules made thereunder.

Declaration by Independent Directors of the Company: i. All the Independent Directors have submitted declarations to the Company stating their independence pursuant to Section 149(7) of the Companies Act, 2013. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the Ministry of Corporate Affairs or any other statutory authority. In the opinion of the Board, all the Independent Directors are individuals ofintegrity and possess the relevant expertise, experience, and proficiency. ii. The Company has also received the requisite declarations from the Independent Directors as prescribed under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014. iii. All Independent Directors have affirmed compliance with the Code of Conduct for Independent

Directors as prescribed in Schedule IV of the Companies Act, 2013. iv. The Independent Directors are provided with all necessary documents, reports, and internal policies to enable them to familiarize themselves with the Companys procedures and practices.

Familiarization Programme for Independent Directors

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Companys procedures and practices. The Company endeavors, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at https://www.yaap.in/.

Terms and Conditions of Appointment of Independent Directors:

The terms and conditions of appointment of Independent Directors have been disclosed on the website of the Company https://www.yaap.in/.

Separate Meeting of Independent Directors:

Independent Directors of the Company met separately on March 31, 2026, without the presence of Non- Independent Directors and members of Management. In accordance with the Listing Regulations, read with Section 149 (8) and Schedule IV of the Act, following matters were, inter alia, reviewed and discussed in the meeting:

i. Performance of Non-Independent Directors and the Board of Directors as a whole;

ii. Performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors;

iii. Assessment of the quality, quantity and timeliness of flow of information between the Company

Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. All the Independent Directors were present at the meeting.

Directors Responsibility Statement:

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors have prepared the annual accounts on a going concern basis; (e) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors and Auditors Report:

At the Annual General Meeting held on September 28, 2024, M/s. Shweta Jain & Co, (Firm Registration Number 127673W), Chartered Accountants were appointed as the Statutory Auditor of the Company pursuant to Section 139 and 141 of the Companies Act, 2013 read with rules made thereunder, for the period of Five (5) consecutive years i.e. to hold office from the conclusion of 9^th Annual General Meeting till the conclusion of 14^thAnnual General Meeting to be held for financial year 2028 -2029. Further, the status of the Statutory Auditors has been changed from Firm to LLP and consequently the name of the firm has been changed from Shweta Jain & Co. to Shweta Jain & Co. LLP.

EXPLANATION AS REQUIRED UNDER SECTION 134(3)(F)(i) OF THE COMPANIES ACT, 2013

There are no qualifications or adverse remarks in the Auditors Report which requires any clarification/ explanation. The Notes on financial statements are self-explanatory and needs no further explanation.

SecretarialAuditor and their Report:

M/s. Alap & Co. LLP, Company Secretaries, were appointed as a secretarial auditor of the company for the FY 2025-2026, the secretarial audit submitted by them for the said financial year in the prescribed form MR-3 pursuant to the provisions of section 204 of the Act is appended as Annexure-III to the Boards report. The Secretarial Auditors Report for the Financial year 2025-2026 does not contain any qualification, reservation or adverse remark except that certain forms/returns under the Act had been filed belatedly. However, the company has filed all applicable forms and returns by paying additional fee wherever applicable and as on the date of this report all the applicable forms/returns are duly filed. Reply on comments mentioned under Secretarial Auditors report:

Comment 1: The Company is maintaining a Structured Digital Database in digital form as required under Regulations 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015. In a few instances, UPSI entries were captured in the SDD software after the actual date of sharing, which, as represented by the Management, was inadvertent and not intentional.

Reply: The said comment is self-explanatory. The Company was listed on NSE Emerge on March 05, 2026, and all the entries referred to in the said comment pertain to transactions undertaken prior to the listing of the Company on NSE Emerge.

Comment 2: The Company was required to spend Rs. 11.36 Lakhs towards CSR for FY 2024-25, and the Boards Report for FY 2024-25 states that the said amount was spent during the year. However, Note 37 to the financial statements for FY 2025-26 discloses total CSR spend of Rs. 24.24 Lakhs, including Rs. 11.36 Lakhs pertaining to FY 2024-25, indicating that the said amount remained unspent as at 31.03.2025 and was discharged only on 17.06.2025 by way of contribution to the PM CARES Fund, a Fund specified in Schedule VII. However, the disclosure in the Boards Report for FY 2024-25 is incorrect, as the amount ought to have been reported as unspent as at 31.03.2025 and duly provided for in the financial statements of that year.

Reply: The said comment is self-explanatory. In respect of the CSR obligation required to be spent during FY 2024–25, the prescribed CSR amount of 11,37,000/- could not be spent during the said financial year and was subsequently contributed towards the PM CARES Fund on June 17, 2025. The Company inadvertently omitted to disclose the aforesaid contribution in the Boards Report for FY 2024–25. However, the said contribution has been duly disclosed in the Boards Report for the current financial year.

Reporting of Fraud by Auditors:

The Statutory Auditors, or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under section 143(12) of the Act, including rules made there under.

Corporate Governance:

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of National Stock Exchange of India Limited. Pursuant to Regulation 15(2) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the compliance with the Corporate Governance provisions specified in Regulation 17 to 27 and clause (b) to (i) and (t) of sub regulations (2) of regulation 46 and para- C, D and E of Schedule V, of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply. The Company voluntarily adopted various practices of governance conforming to the highest ethical and responsible standards of business and is committed to focusing on long term value creation for its shareholder.

Receipt of Remuneration or Commission by the Managing / Whole Time Director from its Holding or Subsidiary Company:

The Managing Director of Company have not received any Remuneration or Commission from its wholly Owned Subsidiary Company as on March 31, 2026. Hence reporting under this clause is not required to be provided.

Compliance with Secretarial Standards:

The Company is in compliance with the applicable Secretarial Standards i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively issued by the Institute of Company Secretaries of India (‘ICSI) and approved by the Central Government under Section 118 (10) of theAct for the Financial Year ended 202 5-26.

Policy on Directors Appointment and Remuneration

The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Companys policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company https://www.yaap.in/.

Particulars of Employees:

Disclosure with respect to remuneration of Directors and employees as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("said Rules") is appended as Annexure-IVto the Boards report. Details of employee remuneration as required under provisions of Section 197 of the Act and Rule 5(2) and 5(3) of the above said Rules shall be made available to the Members by writing to the Company at registered office.

Annual Return:

Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However, the Annual Return will be made available at the website of the Company at: https://www.yaap.in/.

Detailsof Subsidiary/Joint Ventures/Associate Companies:

The company has the following subsidiary companies as on March 31, 2026.

Name of the Subsidiary	CIN	% of holding
FFC Information Solutions Pvt. Ltd.	U74999DL2011PTC226716	100%
Brand Planet Consultants Pvt. Ltd.	U74140DL2008PTC179718	100%
Oplifi Digital Pvt. Ltd.	U74999MH2018PTC304226	100%
Yaap Digital FZE	N.A.	100%
Intnt Asia Pacific Pte Ltd.	N.A.	100%
Gozoop Online Private Limited	U72900MH2010PTC202960	60.15%

Your Company has no Joint Ventures or Associates Companies during the financial year under review. Further, the performance of the Subsidiaries in Form AOC-1 is given as Annexure Vto this report.

Particulars of loans granted, guarantee provided, and investments made:

The details of Loans given, guarantee and security provided, investment made by the company, during the financial year under review pursuant to Section 186 of the Companies Act, 2013 is available under note number 11 and 12 of financials statement forming part of the Annual Report.

Related Party Transactions:

Related party transactions, if any, that were entered into during the period ending March 31, 2026, were on an arms length basis and were in the ordinary course of business as provided in form AOC-2 as Annexure VI to this report. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The details of the related party transactions as per Indian Accounting Standard 24 are set out in Note No. 27 to the notes to financial statements for the financial year ended March 31, 2026, forms part of this report.

Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange

The particulars relating to Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as follows:

A. Conservation of Energy

The operations of the Company are not energy-intensive in nature. However, the Company continues to undertake appropriate measures for conservation and efficient utilisation of energy, wherever practicable.

B. Research and Development and Technology Absorption

The Company operates in the digital marketing, content, technology and related services sector. The Company continues to adopt and utilise contemporary technologies, digital platforms, tools and processes in its business operations. During the year under review, there was no significant expenditure incurred on specific Research and Development activities. The Company continues to evaluate and implement technological developments relevant to its business operations with a view to improving efficiency, service delivery and customer experience.

C. Foreign Exchange Earnings and Outgo

Particulars	2025-2026	2024-2025
	Amount in INR	Amount in INR
	(Lacs)	(Lacs)
Actual Foreign Exchange earnings	614.73	233.40
Actual Foreign Exchange outgo	143.27	81.37

Risk management is the identification, assessment and prioritization of risks followed by coordinated and economical application of resources to minimize, monitor and control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. Risk managements objective is to assure uncertainty does not deviate the endeavor from the business goals. The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures and periodical review to ensure that management controls risk through means of a properly defined framework.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("ListingRegulations"), is presented in a separate section, forming part of the Annual Report.

Code of Conduct:

Commitment to ethical professional conduct is a must for every employee, including board members and senior management personnel of the company. The duties of the directors including duties as an independent director as laid down in the act, also forms path of code of conduct. The code of conduct is available on the website of the company at https://www.yaap.in/. All board members and senior management personnel affirm compliance with code of conduct annually. The declaration signed by the chairman and managing director to this effect is appended as Annexure-VII to the Boards report.

Code for Prevention of Insider trading:

Your Company has adopted a Code of Conduct ("Code of Practice and Procedure for UPSI") to regulate, monitor and report trading in Companys shares by Companys designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"). The Code on Insider Trading, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code on Insider Trading also mandates that any person in possession of UPSI must refrain from using that information for personal gain, ensuring fairness and transparency in the market. The Code on Insider Trading covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI. The Code on Insider Trading has been communicated to all concerned. The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("the Code of Fair Disclosure") in compliance with the PIT Regulations. The Code of Fair Disclosure is available on the website of the Company and can be accessed at https://www.yaap.in/.

Vigil Machanism:

The company has established a vigil Mechanism and accordingly frame the whistle blower policy in accordance with the provisions of the regulation 22 of SEBI (listing obligations and disclosure requirements), regulations, 2015 and rule 7 of the companies (Meetings of Board and its Powers) Rules, 2014. The policy enables directors, employers and business associates to report unethical behavior, malpractices, wrongful conduct, fraud, violation of companys code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal for an appropriate action. Under the vigil mechanism, all directors, employees, business associates have direct access to the chairmanof the audit committee. The whistle blower policy can be accessed at https://www.yaap.in/.

Performance Evaluation of the Board, its Committees and Individual Directors including Independent Directors:

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, interalia, the criteria for performance evaluation of the entire Board of the Company, its committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and compliance requirements.

Policies of the Company:

The Company is committed to a good corporate governance and has consistently maintained its organizational culture as a remarkable confluence of high standards of professionalism and building shareholder equity with principles of fairness, integrity and ethics. The Board of Directors of the Company have from time to time framed and approved various Policies as required by the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations. These Policies and Codes are reviewed by the Board and are updated, if required. The aforesaid policies can be accessed at https://www.yaap.in/.

Details of Application made or Proceeding Pending under Insolvency and Bankruptcy Code 2016:

During the year under review, there were no applications made or proceeding pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

Details of Difference between Valuation Amount on One-Time Settlement and Valuation While Availing Loan fromBanks and Financial Institutions:

During the year under review, there has been no time settlement of loans taken from Banks and Financial institutions.

Business Responsibility and Sustainability Report (BRSR):

The Business Responsibility and Sustainability Report (BRSR) pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended as on 31st March 2026.

Registrar and Transfer Agent (RTA):

During the year as part of listing, the Company appointed MUFG Intime India Private Limited as its RTA. As required under Regulation 7(3) of the Listing Regulations, the Company files, on annual basis, certificate issued by RTA and compliance officer of the Company certifying that all activities in relation to share transfer facility are maintained by RTA registered with SEBI. Details of the RTA are given below:

Transfer Agent: M/s. MUFG Intime India Private Limited
	(Formerly known as Link Intime India Pvt. Ltd.)
Address:	C-101, Embassy 247, LBS. Marg, Vikhroli (West),
	Mumbai – 400083, Maharashtra, India.
Phone:	022 - 4918 6000, +91 810 811 6767
E-mail	: investor.helpdesk@in.mpms.mufg.com
Website	: https://in.mpms.mufg.com/

Listing:

At present, the equity shares of the Company are listed at the EMERGE Platform on NSE under Stock Code- YAAPand ISIN: INE0U0J01015.

Postal Ballot:

During the year under review, no resolution was passed through postal ballot.

Scores:

SEBI processes investor complaints in a centralizedweb -based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge complaint against a company for his grievance. The company uploads the action taken on the complaint which can be viewed by the shareholder. The company and shareholder can seek and provide clarifications online through SEBI.

Reconciliation of Share Capital Audit:

Pursuant to Regulation 76 of Securities and Exchange Board of India (Depositories Participants) Regulations, 2018 [erstwhile: vide SEBI circular No. D&CC / FIT TC/CIR-16/2002 dated December 31, 2002 read with Securities and Exchange Board of India (Depositories Participants) Regulations, 1996], a Company Secretary in Practice carries out audit of Reconciliation of Share Capital on quarterly basis to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The said report, duly signed by practicing Company Secretary is submitted to stock exchanges where the securities of the company are listed within 30 days of the end of each quarter and this Report is also placed before the Board of Directors of the company.

Credit Rating:

There were no instances during the year which requires the company to obtain credit rating from any credit rating agencies.

Investor Grievance Redressal:

During the financial year 2025-26, there were no complaints received from the investor. The designated email id for Investor complaint is investor@yaap.in.

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment at workplace (Prevention, prohibition and Redressal) Act, 2013. Further the company has internal Sexual Harassment committee for overseeing the complaints received and timely disposal. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year ended 31^st March 2026, the Company has not received any complaints of harassment.

Internal Financial Control System:

The Company has an adequate Internal Financial Control System which commensurate with the size, scale and complexity of its operations in all material respect and were operative effectively during the financial year under review and were also periodically reviewed by management and statutory auditors.

Deposits:

The Company has neither accepted nor renewed any fixed deposits during the year under review under Section 73 of the Companies Act, 2013. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2026.

Significant and Material Orders passed by the Regulators or Courts or Tribunals:

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

Material changes and commitments affecting the financial position of the Company:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which these financial statements relate and the date of this report.

The following events took place during the financial year under review:

- The Board of Directors at their Board meeting held on 15th April, 2025 has approved to 1,36,96,000 (One Crore Thirty-Six Lacs Ninety-Six Thousand) fully paid-up Equity Shares having face value of INR. 10/- (Indian Rupees Ten Only) each as "Bonus Shares" to the existing Equity Shareholders of the Company, in the proportion of 8 (Eight) new fully paid- up equity shares of INR 10/- each for every 1 (One) existing fully paid-up equity share of INR 10/- each held by them.

- Pursuant to the Initial Public Offer ("IPO") of the Company, which opened for subscription on Wednesday, February 25, 2026 and closed on Friday, February 27, 2026, and in compliance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBI ICDR Regulations"), 55,25,000 Equity Shares of face value 10 each have been offered and successfully allotted at an Issue Price of 145 per Equity Share (including a premium of 135 per Equity Share), to the respective applicants across the various categories, in terms of the basis of allotment approved by the Board of Directors in consultation with the authorized representative of National Stock Exchange of India Limited (the "Designated Stock Exchange") on March 02, 2026 and Scrip was listed on March 05, 2026.

Post March 31, 2026:

Post Financial under review, there was an unfortunate and sudden demise of Mr. Atul

Jeevandharkumar Hegde, Chairman and Managing Director of the Company, on July 07, 2026.

The Board places on record its deep appreciation for the valuable leadership, guidance and significant contributions made by Mr. Hegde towards the growth and development of the Company during his tenure.

Subsequent to his demise, the Company took necessary steps to ensure continuity in its management and business operations. Mr. Laxmiraj Seetharam Nayak was appointed as the Chairman and Managing

Director of the Company with effect from July 14, 2026, for a period of three years, pursuant to the approval of the Board and in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The appointment of Mr. Laxmiraj Seetharam Nayak is intended to ensure continuity in the leadership and management of the Company and to support the Companys ongoing business operations and future growth.

Save as stated above, there have been no other material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

Acknowledgement:

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

	For & on behalf of the Board of Directors of
	Yaap Digital Limited
	(Formerly Known as Yaap Digital Private Limited)
	SD/-	SD/-
	Laxmiraj Seetharam Nayak	Sudhir Menon
Place: Mumbai	Chairman & Managing Director	Director
Date:August 28, 2026	[DIN: 01828278]	[DIN: 02487658]