Yudiz Solutions Ltd Directors Report

Dear Members,

Yudiz Solutions Limited

Your Directors are pleased to present the Fifteenth (15th) Annual Report of Yudiz Solutions Limited ("the Company") together with the Audited Financial Statements for the Financial Year ended March 31, 2026, along with the reports of the Statutory Auditors thereon.

FINANCIAL HIGHLIGHTS AND PERFORMANCE SUMMARY

The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards ("Ind AS") prescribed under Section 133 of the Companies Act, 2013 ("the Act"), read with the relevant rules made thereunder, and other applicable accounting principles and practices. The disclosures relating to Ind AS, wherever applicable, are provided in the Notes forming part of the Financial Statements.

The financial performance of the Company during the year under review, as compared with the previous financial year, is summarised below:

				(Rs. in Lakhs except EPS)
Particulars	Standalone	Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	2,175.14	2,095.36	2,175.14	2,100.72
Other Income	157.27	302.06	157.31	303.53
Total Revenue	2,332.41	2,397.42	2,332.45	2,404.25
Total Expenses	2,228.07	2,597.00	2,230.17	2,720.62
Profit before Exceptional Items	104.34	(199.58)	102.28	(316.37)
Exceptional Items	(84.39)	-	(84.39)	-
Profit before Tax	19.95	(199.58)	17.89	(316.37)
Taxations	(16.08)	(143.52)	(16.65)	(144.81)
Net Profit/ (Loss) for the period before Associates Profit & Loss	36.03	(56.06)	36.54	(171.56)
Share of net profit/(loss) of associates accounted for using the equity method	-	-	(53.84)	-
Net Profit/ (Loss) for the period	-	-	(19.30)	-
Total Comprehensive Income	(1,264.47)	(50.52)	(1,319.80)	(166.02)
Equity Shares	1,031.94	1,031.94	1,031.94	1,031.94
Earnings Per Share (Basic / Diluted)	0.35	(0.54)	(0.19)	(1.66)

Standalone Performance

During FY 2025-26, the Company recorded total revenue of Rs.2,332.41 lakhs, as compared to Rs.2,397.42 lakhs in the previous year. Despite the marginal decline in revenue, the Company achieved a significant improvement in profitability, reporting a Profit Before Tax of Rs.19.95 lakhs, as against a loss before tax of Rs.199.58 lakhs in FY 2024-25. The Company recorded a net profit of Rs.36.03 lakhs, compared to a net loss of Rs.56.06 lakhs in the previous year.

Consolidated Performance

On a consolidated basis, the Company recorded total revenue of Rs.2,332.45 lakhs during FY 2025-26, as against Rs.2,404.25 lakhs in the previous year. The consolidated Profit Before Tax stood at Rs.17.89 lakhs, compared to a loss before tax of Rs.316.37 lakhs in FY 2024-25. After accounting for the share of loss of associate of Rs.53.84 lakhs, the Company reported a consolidated net loss of Rs.19.30 lakhs, as against a net loss of Rs.171.56 lakhs in the previous year.

Overall, the Company witnessed a substantial improvement in its operating profitability and reduction in losses at the consolidated level during the year under review.

DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES

As at March 31, 2026, the Company has Yudiz IT Solutions L.L.C. as its wholly-owned subsidiary, Insightly Dataworks Private Limited as its subsidiary company and ABCM App Private Limited as its Associate Company.

Insightly Dataworks Private Limited has an authorised and paid- up share capital of Rs.1,00,000/- comprising 10,000 Equity Shares of Rs.10/- each. The Company currently holds a 51% equity stake in Insightly Dataworks Private Limited. During the year under review, the Board of Directors of the Company has, in principle, approved the acquisition of the remaining 49% equity stake in Insightly Dataworks Private Limited from its existing shareholders at the face value of Rs.10/- per Equity Share. The process for completion of the said acquisition is currently at an advanced stage. Upon completion of the proposed acquisition, Insightly Dataworks Private Limited will become a wholly owned subsidiary of the Company.

Further, the Company incorporated Yudiz IT Solutions L.L.C.on September 12, 2025, as a wholly-owned subsidiary in Dubai, with the Company holding 100% stake therein. The subsidiary has been established primarily to undertake IT services and to strengthen, leverage and obtain market access through its network and existing business.

During the year, pursuant to allotment of shares by ABCM App Private Limited to its other shareholders on a private placement- cum-preferential basis, the Companys shareholding therein was diluted from 51.01% to 49.88%. Consequently, ABCM App Private Limited ceased to be a subsidiary and became an Associate Company of the Company.

The Company continues to be a subsidiary of Ability Games Limited, which holds 50.12% of the equity share capital of the Company.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiaries and Associate Company in Form AOC-1 is annexed as Annexure - A to this Report and forms part thereof.

The Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, prepared in accordance with the applicable provisions of the Companies Act, 2013 and Indian Accounting Standards, form part of this Annual Report.

During the year under review, Yudiz IT Solutions L.L.C.. was incorporated as a wholly-owned subsidiary and ABCM App Private Limited ceased to be a subsidiary and became an Associate Company, as stated above. No other company became or ceased to be a subsidiary, associate company or joint venture of the Company during the year.

CHANGE IN NATURE OF BUSINESS

During the year under review, the Company altered the Main Objects Clause of its Memorandum of Association with the approval of the Members by way of Special Resolution through Postal Ballot, passed on March 06, 2026, to enable the Company to undertake payment gateway, payment aggregation, payment collection, transaction routing and optimisation, and electronic fund transfer services, subject to applicable regulatory approvals.

The alteration is intended to facilitate the Companys diversification into technology-enabled payment and financial services and provide opportunities for future business expansion.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3)(J) OF THE COMPANIES ACT, 2013

During year under review, no amount has been transferred to general reserves.

DIVIDEND

In view of the Companys financial position and with a view to conserving resources for the Companys future growth and business requirements, the Board of Directors has decided not to recommend any dividend for the financial year ended March 31, 2026. Accordingly, no dividend has been recommended for the financial year under review.

LOANS, GUARANTEES AND INVESTMENTS

The Company has disclosed the particulars of the loans given, investments made or guarantees given or security provided during the year, as required under Section 186 of the Act, in Notes forming part of the financial statements.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Listing Regulations forms part of this Report as Annexure-B.

SHARE CAPITAL STRUCTURE OF THE COMPANY

a. Authorised Capital:

Authorised Share Capital of the Company is Rs. 11,16,00,000 (Rupees Eleven Crore Sixteen Lakh Only) divided into 1,11,60,000 (One Crore Eleven Lakh Sixty Thousand) equity shares of Rs. 10/- (Rupees Ten) each.

b. Issued, Subscribed & Paid-Up Capital:

Issued, Subscribed and Paid-up capital is Rs. 10,31,93,750 (Rupees Ten Crore Thirty-One Lakhs Ninety-Three Thousand Seven Hundred Fifty) divided into 1,03,19,375 (One Crore Three Lakh Nineteen Thousand Three Hundred Seventy-Five) equity shares of Rs. 10/- (Rupees Ten) each.

Further, during the period under review, your Company has not bought back any of its securities / has not issued any Sweat Equity Shares / has not issued shares with Differential Voting rights / has not issued any shares under Employee stock option plan and there has been no change in the voting rights of the shareholders.

ALTERATION OF OBJECTS OF IPO:

The Board of Directors, at their meeting held on December 04, 2025, approved seeking the approval of the Members through Postal Ballot for alteration of the objects of the Initial Public Offer (IPO) for which the funds were raised.

Subsequently, the Members of the Company, through Postal Ballot, the results of which were declared on January 10, 2026, passed a Special Resolution approving the alteration of the objects of the IPO, thereby authorising the Company to utilise the unutilised IPO proceeds towards the revised objects, subject to applicable laws and regulatory requirements.

DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER (IPO):

The Company had raised Rs. 4,484.04 lakhs through the Fresh Issue pursuant to the Prospectus dated August 11, 2023. As at December 04, 2025, Rs. 1,559.45 lakhs had been utilised and Rs. 2,924.59 lakhs remained unutilised.

Pursuant to the approval of the Members by way of Special Resolution through Postal Ballot on January 09, 2026, the objects of the IPO were altered to permit utilisation of the unutilised IPO proceeds towards strategic investments in eligible and promising technology-focused entities.

The entire unutilised amount of Rs. 2,924.59 lakhs was subsequently utilised towards the revised objects during FY 2025-26. Accordingly, the entire IPO proceeds of Rs. 4,484.04 lakhs have been utilised as at March 31, 2026.

The utilisation of the IPO proceeds, including the variation in the objects approved by the Members, was reported by the Company through the Statement of Deviation/Variation for the quarter ended March 31, 2026, in accordance with Regulation 32 of the Listing Regulations.

The details of the utilisation of IPO proceeds as on March 31, 2026 is as follow:

						(Amount In Lakh)
Particulars	Planned as per Prospectus	Utilized	Pending to Be Utilized	Revised Plan	Revised Utilized	Revised Pending to be Utilized
Unidentified Acquisition (In India & Abroad)	615.54	614.47	1.07	-	-	-
Development of New Product & Technology	615.54	166.29	449.25	-	-	-
Networking & cabling	123.10	-	123.10	-	-	-
Branding & Marketing Expenses	487.00	-	487.00	-	-	-
Capital Expenditure	173.46	-	173.46	-	-	-
Working Capital Requirement	1,057.61	152.37	905.24	-	-	-
General Corporate Purposes	727.75	100.00	627.75	-	-	-
Issue Expenses	684.04	526.24	157.72	-	-	-
Investment	-	-	-	2,924.59	2,924.59	-
Total	4,484.04	1,559.45	2,924.59	2,924.59	2,924.59	-

ALTERATION OF MAIN OBJECTS OF THE MEMORANDUM OF ASSOCIATION

During the year under review, the Company altered the Main Objects Clause of its Memorandum of Association ("MOA") pursuant to approval of the Members by way of Special Resolution through Postal Ballot, passed on March 06, 2026.

The alteration enables the Company to undertake activities relating to payment gateway, payment aggregation, payment collection, transaction routing and optimisation, and fund transfer services through electronic modes including NEFT, RTGS, IMPS and UPI, subject to applicable regulatory approvals.

POSTAL BALLOT

During the year under review, the Company obtained approval of its Members through Postal Ballot by way of remote e-voting on the following matters:

Sr. No.	Date of Passing of Resolution	Particulars	Type of Resolution	Details of the Resolution passed
1.	January 09, 2026	Alteration in the Objects of the Initial Public Offer ("IPO")	Special Resolution	Approval for utilisation of unutilised IPO proceeds of Rs.2,924.59 lakhs towards strategic investments in eligible technology-focused entities.
2.	January 09, 2026	Setting up of limits for Loans / Investments / Guarantees / Securities under Section 186 of the Companies Act, 2013	Special Resolution	Approval for an aggregate limit of Rs.5,000 lakhs, over and above the limits prescribed under Section 186(2) of the Act.
3.	March 06, 2026	Alteration of the Object Clause of the Memorandum of Association	Special Resolution	Approval to enable the Company to undertake activities relating to payment gateway, payment aggregation, transaction routing and optimisation and fund transfer services, subject to applicable regulatory approvals.

The aforesaid resolutions were approved by the Members with the requisite majority in accordance with the applicable provisions of the Act and Listing Regulations. The Postal Ballot results were duly intimated to the Stock Exchange(s) and made available on the Companys website.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

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

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that a 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 laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) 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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provision of Section 125 of the Act does not apply to the Company; as the Company has not declared any dividend for the period under review.

BOARD COMPOSITION, BOARD OF DIRECTORS, BOARD MEETINGS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF DIRECTORS

a) Board Composition

The Board of Directors of the Company comprises an optimum combination of Executive and Non-Executive Directors, including Independent Directors, ensuring an appropriate balance of skills, experience, expertise and independence in its functioning. The Directors bring with them extensive knowledge and diverse professional experience, which enables the Board to provide effective leadership, strategic direction and sound governance to the Company.

As on March 31, 2026, the Board comprised 9 (Nine) Directors, consisting of 3 (Three) Executive Directors and 6 (Six) Non-Executive Directors, including 4 (Four) Independent Directors. The composition of the Board is in conformity with the requirements of the Act and the Listing Regulations. The Independent Directors have been appointed in accordance with the applicable provisions of the Act, and their tenure is within the prescribed statutory limits.

The Company has ensured compliance with the provisions of Section 165 of the Act relating to the maximum number of directorships. None of the Directors holds office as a director in more than 20 (Twenty) companies, including more than 10 (Ten) public companies.

Your Company have optimum combination of Executive and Non-Executive Directors of Board. As on March 31, 2026, The Board of company consists of following Directors

Name of Director	Category Cum Designation	Date of Appointment	No. of shares held as on March 31, 2026
Mr. Bharat Shamjibhai Patel	Whole Time Director	01/09/2022	8,09,997
Mr. Pratik Bhaskarbhai Patel	Managing Director	01/09/2022	8,09,997
Mr. Chirag Rajendrakumar Leuva	Chief Executive Officer & Director	01/09/2022	8,09,997
Mr. Amit Joshi	Independent Director	12/09/2022	Nil
Ms. Jija Roy	Independent Director	12/09/2022	Nil
Mr. Utpal Vaishnav?	Independent Director	28/01/2023	Nil
Mr. Nisarg Nalinbhai Pathak	Independent Director	28/05/2024	Nil
Mr. Santosh Chimanbhai Purabia(A)	Non-Executive Director	18/03/2025	Nil
Mr. Rajesh Kumar Agarwal™	Non-Executive Director	04/12/2025	Nil

Mr. Santosh Chimanbhai Purabia was appointed as a Director in the category of Non-Executive Director of the Company by the members in the Annual General Meeting held on September 30, 2025.

mMr. Rajesh Kumar Agarwal was appointed as an Additional Director in the category of Non-Executive Non-Independent Director of the Company by the Board in their Board Meeting held on December 04, 2025. The said appointment will be subject to the approval of members in the ensuing Annual General Meeting.

@> Mr. Utpal Vaishnav (DIN: 07635026), had tendered his resignation from the position of Non-Executive and Independent Director of the Company with effect from May 22, 2026.

b) Appointment & Re-appointment of Directors

During the year under review, based on the recommendation of the Nomination and Remuneration Committee, the Board has considered and approved the appointment of Mr. Santosh Chimanbhai Purabia (DIN: 07995867) as an Additional Director in the category of Non-Executive Director of the Company. The appointment was approved by the members of the Company at the Annual General Meeting held on September 30, 2025.

Further, during the year under review, based on the recommendation of the Nomination and Remuneration Committee, the Board has considered and approved the appointment of Mr. Rajesh Kumar Agarwal (DIN: 08394377) as an Additional Director in the category of Non-Executive Non-Independent Director of the Company with effect from

December 04, 2025, subject to the approval of Members at the ensuing Annual General Meeting. The Board recommends his appointment.

Pursuant to provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mr. Santosh Chimanbhai Purabia (DIN: 07995867) retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting of the Company. The Directors recommend the resolution relating to the reappointment of Mr. Santosh Chimanbhai Purabia, who is liable to retire by rotation, as Director of the Company.

In line with the provisions of Regulation 36(3) of the Listing Regulations and Secretarial Standards on General Meetings, the requisite details of directors seeking appointment/re- appointment is furnished in the Annexure to the Notice of the 15^th Annual General Meeting.

c) Cessation of Directors:

After the closure of the financial year, Mr. Utpal Vaishnav (DIN: 07635026), had tendered his resignation from the position of Non-Executive and Independent Director of the Company with effect from May 22, 2026 due to extensive overseas travel commitments. He further confirmed that there is no other material reason other than stated herein, pursuance to Regulation 30 of the Listing Regulations read with clause 7B of Part A of Schedule III of the Listing Regulations.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

• MEETINGS OF THE BOARD OF DIRECTORS

During the financial year ended March 31, 2026, Five (5) meetings of board of directors of the Company. The intervening gap between the Meetings was within the period prescribed under the Act.

The following Meetings of the Board of Directors were held during the Financial Year 2025-26:

SN	Date of Meeting	Board Strength	No. of Directors Present
1.	30/05/2025	8	7
2.	05/09/2025	8	6
3.	14/11/2025	8	7
4.	04/12/2025	8	5
5.	22/01/2026	9	8

PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS

	Board Meetings	AGM
Sr. No. Name of Director	No. of Meeting Entitled to Held	No. of Meeting attended	%	(30/09/ 2025)
1. Mr. Bharat Shamjibhai Patel	5	5	100.00	Yes
2. Mr. Pratik Bhaskarbhai Patel	5	5	100.00	Yes
3. Mr. Chirag Rajendrakumar Leuva	5	5	100.00	Yes
4. Mr. Amit Joshi	5	4	80.00	Yes
5. Ms. Jija Roy	5	3	60.00	Yes
6. Mr. Utpal VaishnavRs.	5	3	60.00	No
7. Mr. Nisarg Nalinbhai Pathak	5	5	100.00	No
8. Mr. Santosh Chimanbhai Purabia™	5	1	20.00	No
9. Mr. Rajesh Kumar Agarwal™	1	1	100.00	N.A.

Mr. Santosh Chimanbhai Purabia was appointed as a Director in the category of Non-Executive Director of the Company by the members in the Annual General Meeting held on September 30, 2025.

mMr. Rajesh Kumar Agarwal was appointed as an Additional Director in the category of Non-Executive Non-Independent Director of the Company by the Board in their Board Meeting held on December 04, 2025. The said appointment will be subject to the approval of members in the ensuing Annual General Meeting.

@ Mr. Utpal Vaishnav (DIN: 07635026), had tendered his resignation from the position of Non-Executive and Independent Director of the Company with effect from May 22, 2026.

d) Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2026 are as under:

• Mr. Bharat Shamjibhai Patel, (DIN: 00243783) Chairman and Whole-Time Director

• Mr. Pratik Bhaskarbhai Patel, (DIN: 05262863) Managing Director

• Mr. Chirag Rajendrakumar Leuva, (DIN: 03612154) Chief Executive Officer

• Mr. Bharat Thakkar, Chief Financial Officer

• Mrs. Prerana Joshi, Company Secretary and Compliance Officer

There is no change in the Key Managerial Personnel of the Company.

e) Committees

The Boards committees focus on certain specific areas and make informed decisions with the authority delegated to them. Each committee of the Board functions according to its charter that defines its composition, scope, power and role in accordance with Act and the Listing Regulations. Presently, the Company is having following Board Committees:

• Audit Committee

The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The Committees purpose is to oversee the accounting and financial reporting process of the Company, the audits of the Companys financial statements, independence, performance and remuneration of the statutory auditors, the performance of internal auditors, etc. The Composition of the Audit Committee meets the requirements of Section 177 of the Act and Listing Regulations. All the recommendations of Audit Committee have been accepted by the Board of Directors of the Company.

During the year under review, five meetings of the Audit Committee were held i.e. on May 30 2025, September 05 2025, November 14 2025, December 04 2025 and January 22 2026. The intervening gap between two meetings did not exceed one hundred and twenty days.

The details of the Audit Committee meetings attended by its members during FY 2025-26 are given below:

Sr. No. Name of Director	Category / Nature of Directorship	Number of Meetings held during the FY 2025-26	Percentage of attendance
		Held	Attended
1. Ms. Jija Roy	Chairperson, Non-Executive Independent Director	5	3	60%
2. Mr. Amit Joshi	Member, Non-Executive Independent Director	5	4	80%
3. Mr. Bharat Shamjibhai Patel	Member, Executive Director	5	5	100%

The Chief Financial Officer was invited to attend the audit committee meetings. The Company Secretary of the Company acts as Secretary of the Committee.

• Nomination and Remuneration Committee

The Nomination and Remuneration Committee formed pursuant to Section 178 of the Act and Listing Regulations, for the purpose, inter alia, to assess the remuneration payable to the Managing Director/ Whole Time Directors; sitting fee payable to the Non-Executive Directors; remuneration policy covering policies on remuneration payable to the senior executives

During the year under review, three meetings of the Nomination and Remuneration Committee were held i.e. on December 04 2025.

The details of the Nomination and Remuneration Committee meetings attended by its members during FY 2025-26 are given below:

Sr. No. Name of Director	Category / Nature of Directorship	Number of Meetings held during the FY 2025-26	Percentage of attendance
		Held	Attended
1. Mr. Amit Joshi	Chairman, Non-Executive Independent Director	1	1	100.00%
2. Ms. Jija Roy	Member, Non-Executive Independent Director	1	1	100.00%
3. Mr. Utpal Maheshkumar Vaishnav	Member, Non-Executive Independent Director	1	0	Nil

The Company Secretary of the Company acts as Secretary of the Committee.

• Stakeholders Relationship Committee

Pursuant to Section 178 of the Act and Listing Regulations, the Board has delegated the powers to the committee, inter alia, to approve transfer/transmission of shares, considering and resolving the grievances, to oversee the performance of the Registrar & Share Transfer Agent and to all other matters related thereto.

During the year under review, one meeting of the Stakeholders Relationship Committee were held i.e. on January 22, 2026.

The details of the Stakeholder Relationship Committee meetings attended by its members during FY 2025-26 are given below:

Sr. No. Name of Director	Category / Nature of Directorship	Number of Meetings held during the FY 2025-26	Percentage of attendance
		Held	Attended
1. Mr. Amit Joshi	Chairman, Non-Executive Independent Director	1	1	100.00
2. Mr. Utpal Maheshkumar Vaishnav	Member, Non-Executive Independent Director	1	1	100.00
3. Mr. Pratik Bhaskarbhai Patel	Member, Executive Director	1	1	100.00

The Company Secretary of the Company acts as Secretary of the Committee.

During the year under review, the Company has not received any investor complaints from its shareholders.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received the requisite declarations from all Independent Directors under Section 149(7) of the Act, confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act and are not disqualified from continuing as Independent Directors of the Company.

The Independent Directors have also confirmed compliance with the Code for Independent Directors prescribed under Schedule IV to the Act. The terms and conditions of their appointment are available on the Companys website.

Based on the declarations received, the Board is of the opinion that all Independent Directors fulfil the conditions of independence stipulated under the Act and are independent of the management. The Board is further satisfied with their integrity, expertise, experience and proficiency as required under Section 150(1) of the Act and the applicable rules. There has been no change in circumstances affecting their status as Independent Directors during the year under review.

MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on January 22, 2026, inter alia, to discuss:

- Review of the performance of the Non-Independent Directors and the Board of Directors as a whole.

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

- Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present in the meeting.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the Listing Regulations, the Independent Directors have been familiarized about the Company by the functional heads of various departments of the Company which includes detailed presentations on the vision and mission of the Company, its operations, business plans, technologies and also

future outlook of the entire industry.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD

During the year under review, the Board of Directors carried out a formal annual evaluation of its own performance, as well as that of its Committees, the Chairman, and individual Directors, in accordance with the provisions of the Act and the applicable provisions of the Listing Regulations.

The evaluation process was comprehensive in nature and, inter alia, assessed the composition, structure and effectiveness of the Board and its Committees, the level of engagement and contribution of Directors, adequacy and timeliness of information flow, governance standards, strategic oversight, risk management practices, and the overall conduct and effectiveness of meetings.

The performance of the Independent Directors was reviewed by the Board as a whole, while the Independent Directors, at their separate meeting, evaluated the performance of the NonIndependent Directors, the Board collectively, and the Chairman. This assessment also included the effectiveness of communication and the quality, adequacy and timeliness of information provided by the management to the Board.

In addition, the Nomination and Remuneration Committee undertook the performance evaluation in line with the provisions of the Act, the Rules framed thereunder, and Schedule IV to the Act. The outcomes of the evaluation were duly reviewed and discussed with the Board and the Chairman. The Board noted the findings of the evaluation process and expressed its satisfaction with the overall performance and effectiveness of the Board, its Committees, and the Directors.

DISCLOSURE BY DIRECTORS

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the financial year of the Company to which the financial statements relate and the date of signing of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

PARTICULARS	REMARKS
A) CONSERVATION OF ENERGY:	The Company continued to adopt measures for the efficient and optimum utilisation of electricity across its offices. Care was taken to avoid unnecessary consumption by switching off lights and electrical equipment when not in use. The Company continuously endeavours to promote energy conservation and efficient use of resources.
> the steps taken or impact on conservation of energy;
> the steps taken by the company for utilizing alternate sources of energy;
> the capital investment on energy conservation equipments;	No capital investment was made towards energy conservation equipment during the financial year,

 

PARTICULARS	REMARKS
B) TECHNOLOGY ABSORPTION:
> the efforts made towards technology absorption;	The products of your company are developed using internal know-how; no outside technology is used for operational tasks. As a result, technological immersion is not necessary. This strategy ensures that all products are developed in accordance with our specific standards and gives your company total control over the production process. By continuously innovating and adapting to shifting customer demands, your Company can maintain a competitive edge in the market by relying on internal know-how.
> the benefits derived like product improvement, cost reduction, product development or import substitution;
> in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Not applicable since 5 years period is over
> the expenditure incurred on Research and Development	Your Company has not incurred any expenditure on Research and Development for the Financial year 2025-26

 

(c) FOREIGN EXCHANGE EARNINGS AND OUTGO:
> The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	Foreign Exchange Earnings (Rs. In Lakhs):
	For FY 2025-26: 1,428.60
	For FY 2024-25: 1,434.07
	Foreign Exchange Outgo (Rs. In Lakhs):
	For FY 2025-26: 56.18
	For FY 2024-25: 62.60

RISK MANAGEMENT

The Board of Directors oversees the Companys Risk Management Framework to identify, assess and mitigate key business risks and opportunities. The Company monitors risks relating to technology, cybersecurity, data privacy, operations, business continuity, regulatory compliance and human resources and takes appropriate measures to minimise their potential impact.

During the year under review, no material risk was identified which may threaten the existence of the Company as a going concern.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act, and the related CSR Rules, the Companys net worth, turnover, and net profit for the FY 2026 did not meet the thresholds specified. Therefore, the Company is not required to undertake any CSR activities or prepare a separate CSR report for the financial year under review.

INSURANCE

Your Company has a broad-banded approach towards insurance. Adequate cover has been taken for all movable and immovable assets against numerous risks and hazards.

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

The Company is committed to maintaining a safe, respectful and inclusive workplace and has adopted a Policy on Prevention of Sexual Harassment at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013 ("POSH Act") and the Rules made thereunder. The Company has duly constituted Internal Committee(s) in compliance with the provisions of the POSH Act to inquire into and redress complaints of sexual harassment at the workplace. The Company also undertakes appropriate awareness and sensitisation initiatives to promote awareness of the POSH Policy and foster a respectful workplace environment. The policy on Policy on Prevention of Sexual Harassment at Workplace is available on the website of the Company on www.yudiz.com.

During the financial year 2025-26, no complaint of sexual harassment was received by the Company and no complaint was pending as at March 31, 2026.

Particulars	FY 2025-26
Complaints received during the year	Nil
Complaints disposed of during the year	Nil
Complaints pending as at March 31, 2026	Nil
Cases pending for more than 90 days	Nil

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No proceedings are initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not Applicable

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

Your Company has formulated and published The Nomination & Remuneration Policy for Directors, Key Managerial Personnel and Senior Management. The provisions of this policy are in line with the provisions of Section 178(1) of the Act. The Policy is uploaded on the website of the company i.e. www.yudiz.com.

PREVENTION OF INSIDER TRADING

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("SEBI PIT Regulations"), the Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives. The Code, inter alia, regulates trading in the securities of the Company by Designated Persons and their immediate relatives, including restrictions on trading while in possession of Unpublished Price Sensitive Information ("UPSI") and during the period when the Trading Window is closed. During the year under review, the Company amended the Code to align it with the amendments to the SEBI PIT Regulations and other applicable regulatory requirements.

The Company has also put in place adequate and effective systems of internal controls to ensure compliance with the SEBI PIT Regulations, including preservation of confidentiality of UPSI and prevention of its misuse. The Code is available on the website of the Company at www.yudiz.com.

AUDITORS

a. STATUTORY AUDITORS

M/s. Das & Prasad, Chartered Accountants (FRN: 303054E) were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on November 30, 2021, to hold office until the conclusion of the Annual General Meeting for the financial year ended March 31, 2026. They have confirmed their eligibility and that they are not disqualified from continuing as Statutory Auditors of the Company.

Based on the recommendation of the Audit Committee, the Board of Directors has recommended the appointment of M/s. B Nath & Company, Chartered Accountants (FRN: 307057E) as the Statutory Auditors of the Company for a term of five consecutive years, from the conclusion of the 15^th Annual General Meeting to be held in the year 2026 until the conclusion of the 20^th Annual General Meeting to be held in the year 2031, subject to the approval of the Members at the ensuing 15th Annual General Meeting.

The Statutory Auditors Report issued by M/s. Das & Prasad, Chartered Accountants, for the financial year ended March 31, 2026, does not contain any qualification, reservation, adverse remark or disclaimer.

b. SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to obtain a Secretarial Audit Report from a Practising Company Secretary.

During the year under review, M/s. Shilvi Patel and Associates, Practising Company Secretaries, ceased to act as the Secretarial Auditor of the Company consequent upon the surrender of the Certificate of Practice by the Proprietor of the firm, Ms. Shilvi Patel, a Member of the Institute of Company Secretaries of India.

Based on the recommendation of the Audit Committee, the Board of Directors considered and approved the appointment of M/s. Parth Shah & Associates, Practising Company Secretaries, as the Secretarial Auditor of the Company for the financial year 2025-26, in accordance with the applicable provisions of Section 204 of the Act, and the rules made thereunder.

The Secretarial Audit Report in Form MR-3 for the financial year 2025-26 forms part of this Annual Report, which does not contain any qualification, reservation, adverse remark or disclaimer. The said report is annexed as Annexure - C.

c. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 (1) of the Act and Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors of your Company has appointed M/s Pranita Singh & Associates, Chartered Accountants, Membership Number: 440304, as Internal Auditor of the Company for the financial year 2025-26 to conduct periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly.

MAINTENANCE OF COST RECORDS AND COST AUDIT

Pursuant to the provisions of Section 148 of the Act read with the applicable rules made thereunder, the provisions relating to maintenance of cost records and audit of such cost records are not applicable to the Company, considering the nature of its business activities. Accordingly, the Company is not required to maintain cost records nor require to appoint a Cost Auditor.

ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and rules framed thereunder, including any statutory modifications/ amendments thereto for the time being in force, the annual return in form MGT- 7 for FY 2025-26 will be placed on the Companys website. The same can be accessed at www.yudiz.com.

DISCLOSURE UNDER RULE-5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014

Disclosure required under Section 197 of the Companies Act, 2013 read with Rule-5 of the Companies (Appointment and remuneration) Rules, 2014 have been annexed as Annexure D.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All Related Party Transactions ("RPTs") entered into by the Company during the year under review were in the ordinary course of business and on an arms length basis and were undertaken in compliance with the applicable provisions of the Act and the Listing Regulations. The transactions were reviewed and approved by the Audit Committee in accordance with the Companys Policy on Materiality and Dealing with Related Party Transactions.

During the year under review, the Company amended its Related Party Transactions Policy to align the same with the applicable provisions of the Act, Listing Regulations and other regulatory requirements.

There were no materially significant RPTs entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other related parties that may have a potential conflict with the interests of the Company at large.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, are annexed to this Report as Annexure E and form part of this Report.

The Companys Policy on Materiality and Dealing with Related Party Transactions is available on its website at www.yudiz.com.

CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2025-26.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has adequate internal control systems commensurate with the size, scale and complexity of its operations. These controls are designed to ensure operational efficiency, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, reliable financial reporting and compliance with applicable laws and regulations.

The reports of the Internal Auditor are reviewed by the Audit Committee, which also reviews the adequacy and effectiveness of internal controls and systems. The Companys internal financial controls were tested during the year and no material weaknesses in their design or operation were observed.

DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits from the public or members under Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time. Accordingly, there were no deposits outstanding or unclaimed as at March 31, 2026. Details of amounts received from Directors or their relatives, if any, which are not considered as deposits, have been disclosed in the Notes to the Financial Statements. The requisite return for amounts not considered as deposits for FY 2025-26 has been duly filed.

WEBSITE

The corporate website is www.yudiz.com reflecting the details and business of the company. Also, the website displays financial & corporate information.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

There is no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI:

Your company has complied with the provisions of Secretarial Standards issued by Institute of Company Secretaries of India to the extent applicable.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has in place a Whistle Blower Policy and Vigil Mechanism in accordance with Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014. The mechanism enables Directors, employees and stakeholders to report genuine concerns relating to unethical behaviour, actual or suspected fraud and violations of the Companys Code of Conduct and Ethics. The Policy provides adequate safeguards against victimisation and provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

During the year under review, no whistle blower complaint/event was reported and the Vigil Mechanism functioned effectively. No personnel were denied access to the Chairperson of the Audit Committee.

The Whistle Blower Policy is available on the Companys website at www.yudiz.com.

HUMAN RESOURCES

The Company maintains healthy, cordial and harmonious relations with its employees across its offices and operations. Employees are regarded as an integral part of the organisation and a key contributor to its sustained growth and success. The Company remains committed to fostering a collaborative, inclusive and positive work environment, while encouraging employee engagement, professional development and a strong sense of belonging. The employee relations remained cordial and constructive throughout the year under review.

SAFETY & ENVIRONMENT

Your Company is committed to providing a safe and healthy working environment and achieving an injury and illness free work place.

GREEN INITIATIVES

The Notice of the AGM and the Annual Report 2025-26 are being sent only electronically to Members whose email addresses are registered with the company or depositories in accordance with Regulation 36 of the Listing Regulations. Members may take note that the Notice and Annual Report for 2025-26 will also be accessible at the website of the Company i.e. www.yudiz.com.

ENHANCING SHAREHOLDERS VALUE

Your Company believes that its members are among its most important stakeholders. Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating, and building for growth, enhancing the productive asset and resource base, and nurturing overall corporate reputation

CAUTIONARY STATEMENT

The statements contained in the Boards Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

ACKNOWLEDGEMENTS

We thank our stakeholders including our clients, vendors, investors, bankers and employees for their continued support. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. We thank the Government of India, the Ministry of Corporate Affairs, the Central Board of Direct Taxes, the Central Board of Indirect Taxes and Customs, GST authorities, Stock Exchanges and Securities and Exchange Board of India (SEBI), various departments under the state governments for their support, and look forward to their continued support in the future.

		For & on behalf of the Board of Directors
		Yudiz Solutions Limited
	Sd/-	Sd/-
	Bharat Shamjibhai Patel	Pratik Bhaskarbhai Patel
Date: August 31, 2026	Chairman and Whole-Time Director	Managing Director
Place: Ahmedabad	DIN: 00243783	DIN: 05262863
Registered Office:
13th Floor, Bsquare 2, Iscon-Ambli Road,
Ahmedabad-380054, Gujarat, India