Further, a certificate from M/s. DSMR & Associates, Secretarial Auditor of the Company certifying that the ("B2B Employees Stock Option Scheme 2024) has been implemented in accordance with these regulations and in accordance with the resolution of the Company in the general meeting is enclosed as Annexure - 7

f. Buy Back of Securities

During the year under review, the Company has not bought back securities.

g. Sweat Equity Shares

During the year under review, the Company has not issued any Sweat Equity Shares during the year under review.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company have an optimum combination of Executive, Non-Executive and Independent Directors. The Board consist a total of 5 (Five) Directors, out of which 1 (One) is Executive Director, 2 (Two) are Non-Executive Directors and other 2 (Two) are Independent Directors.

The current composition of the Board of Directors and the Key Managerial Personnel is as follows:

(i) Changes in Directorate

During the year under review and subsequent to 31.03.2026, the following changes have been made to the composition of the Board of Directors and Key Managerial personnel of the Company:

Appointment

• Mrs. Gita Usha Rani Maddukuri was appointed as Company Secretary and Compliance Officer with effect from 01.04.2025.

• Dr. Yaramati Avinash has been appointed as an Additional Non-Executive Non-Independent Director with effect from 12.07.2025. The term of Mr. Yaramati Avinash has been regularized from Additional Director to Director (Non-Executive Non-Independent Director) with effect from 29.09.2025.

• Ms. Yamini Saini was appointed as Company Secretary and Compliance Officer with effect from

22.04.2026. She has tendered her resignation vide resignation letter dated 09.07.2026, and will cease to hold office with effect from17.07.2026.

• Ms. Unnati Rathi was appointed as Company Secretary and Compliance Officer with effect from

17.07.2026.

Cessation

• Mr. Yaramati Satyanarayana resigned from the position of Non-Executive Director with effect from 12.07.2025.

• Mrs. Gita Usha Rani Maddukuri has resigned from the post of Company Secretary and Compliance Officer of the Company with effect from 26.08.2025.

The Board places on record its appreciation and gratitude for the services rendered by Mr.Yaramati Satya narayana and Mrs. Gita Usha Rani Maddukuri during their tenure as Director and Company Secretary and Compliance Officer of the Company respectively.

12. RE-APPOINTMENT OF DIRECTORS WHO IS LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Dr. Yaramati Avinash (DIN: 09804102), is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment.

13. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES

The Company has one subsidiary as on March 31, 2026, i.e., B2B Softech INC, USA. Consolidated financial statements have been prepared by the Company in accordance with the requirements of Ind AS 27 issued by Institute of Chartered Accountants of India (ICAI) and as per the provisions of the Companies Act, 2013 ("the Act").

Statement containing the salient features of the financial statements of subsidiaries for the year ended March 31,2026, in Form AOC-1 (Pursuant to first proviso to sub-section (3) of section 129 of the Act read with Rule 5 of Companies (Accounts) Rules, 2014) is enclosed as Annexure-2 to this report.

14. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review no Company has become or ceased to be its subsidiaries, joint ventures or associate Company.

15. DECLARATION OF INDEPENDENCE

In accordance with the provisions of Section 149 (7) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and qualification of Directors) Rules 2014, the Company has received declarations from all the Independent Directors stating that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SeBI (LODR) Regulations, 2015 and they have registered their names in the Independent Director's Databank.

Further, pursuant to Section 164(2) of the Companies Act, 2013, all the Directors have provided declarations in "Form DIR- 8" that they have not been disqualified to act as a Director.

16. NUMBER OF BOARD MEETINGS

During the year under review, the Board of Directors of the Company met five (5) times, i.e., on 19.05.2025, 12.07.2025, 12.08.2025, 04.11.2025 and 30.01.2026.

The Board meetings are conducted in due compliance with the provisions of the Companies Act, 2013 and the rules framed thereunder including secretarial standards and the Listing Regulations.

Detailed information at the meetings of the Board is included in the report on Corporate Governance which forms part of the Annual Report.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year 2025-26 your company had not given any loans or provided any guarantees or made any investments as specified under the provisions of Section 186 of the Companies Act, 2013 read with rules made there under.

However, the Company has made investment of Rs. 1801.40 lakhs in the shares of listed companies, similarly the Company is a regular investor in the units of liquid and debt mutual funds, which is within the limits of the provisions of Section 186 of the Companies Act 2013, details of such investments are given in the notes to the Financial Statements. Hence, no further disclosure is being given here to avoid repetition.

18. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(c) the directors had 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 had prepared the annual accounts on a going concern basis;

(e) the Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. ANNUAL RETURN

20. COMPLIANCE WITH SECRETARIAL STANDRARDS

During the year under review, the Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) as amended from time to time.

21. COMMITTEES OF THE BOARD

In order to adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities and in compliance with the requirements of applicable laws, the Board has constituted several Committees, namely:

(a) Audit Committee

(b) Stakeholders' Relationship Committee

(c) Nomination and Remuneration Committee.

The details with respect to the compositions, number of meetings held during the financial year 2025-26 and attendance of the members, powers, terms of reference and other related matters of the Committees are given in detail in the Corporate Governance Report which forms part of the Annual Report.

pdf.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations') is provided as Annexure - 8 of this Annual Report.

25. CORPORATE GOVERNANCE REPORT

A separate report on the Corporate Governance for the financial year 2025-26 as required under the Listing Regulations, is provided as Annexure - 9 of this Annual Report.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions that were entered into by the Company during the financial year ended on 31st March, 2026 were on arm's length basis and were in the ordinary course of business. There were no material related party transactions made by the Company during the year under review with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large other than the transactions for which shareholders' approval was taken.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are of a foreseen and repetitive nature. The transactions entered pursuant to the omnibus approval so granted are placed before the Audit Committee on a quarterly basis.

Information on transaction with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are enclosed as Annexure - 3 in Form AOC-2 and the same forms part of this report.

27. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company's operations in future.

28. MATERIAL CHANGES AND COMMITMENTS

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

29. INSURANCE:

All the properties of the Company including buildings, plant and machinery and stocks have been adequately insured.

30. THE CRITERIA FOR THE APPOINTMENT OF DIRECTORS, KMPs AND SENIOR MANAGEMENT:

The Nomination and Remuneration Committee identifies persons who are qualified to become directors, KMP and who may be appointed in the senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal.

A person for appointment as director, KMP or in senior management should possess adequate qualifications, expertise and experience for the position considered for appointment. The committee decides whether qualification, expertise and experience possessed by a person are for the concerned position.

The committee ascertains the credentials and integrity of the person for appointment as a director, KMP or senior management level and recommends to the Board his / her appointment.

The Committee, while identifying suitable persons for appointment to the Board, will consider candidates on merit against objective criteria and with due regard for the benefits of diversity on the Board.

31. PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Disclosure with respect to the remuneration of Directors and Employees as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, are provided in the prescribed format and is attached and marked as Annexure - 4 and forms part of this report.

A statement showing the names of the top ten employees in terms of remuneration drawn and other employees drawing particulars throughout the financial year in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached and marked as Annexure - 5 and forms part of this report.

32. STATUTORYAUDITORS

M/s. Jawahar and Associates (F.R. No: 0012815) Chartered Accountants have ceased to be the statutory auditors of the company as they resigned with effect from 12.08.2025 due to pre occupations and there is no material reason for their resignation.

The Board of Directors, at its meeting held on 12.08.2025, based on the recommendation of the Audit Committee, recommended to the Members the appointment of M/s. M V Vijaya Kumar & Co., Chartered Accountants (Firm Registration No. 007890S) as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. Jawahar & Associates, Chartered Accountants. The Members approved the appointment at the 31st Annual General Meeting held on 29.09.2025, to hold office from the conclusion of the said Annual General Meeting until the conclusion of the 32nd Annual General Meeting, at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Statutory Auditors from time to time.

The Board of Directors, at its meeting held on 17.07.2026, based on the recommendation of the Audit Committee and subject to the approval of the Members, has recommended the appointment of M/s. M V Vijaya Kumar & Co., Chartered Accountants, Hyderabad (Firm Registration No. 007890S) as the Statutory Auditors of the Company pursuant to the provisions of Section 139(1) of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, for a consecutive term of five (5) years, to hold office from the conclusion of the 32nd Annual General Meeting until the conclusion of the 37th Annual General Meeting of the Company to be held in the financial year 2031-32, at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Statutory Auditors from time to time.

The Statutory Auditors of the Company confirmed that the audit firm have hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

The Auditors' Report on the standalone and consolidated financial statements of the Company for the financial year ended March 31,2026 does not contain any reservation, qualification or adverse remarks and their report together with the notes to Financial Statements are self-explanatory and hence do not call for any further comments from the Board under Section 134 of the Companies Act, 2013.

The Statutory Auditors of the Company confirmed that the audit firm have hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

The Auditors' Report on the standalone and consolidated financial statements of the Company for the financial year ended March 31,2026 does not contain any reservation, qualification or adverse remarks and their report together with the notes to Financial Statements are self-explanatory and hence do not call for any further comments from the Board under Section 134 of the Companies Act, 2013.

33. REPORTING OF FRAUDS BY AUDITOR

During the year under review, the Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company, pursuant to the provisions of Section 143(12) of the Companies Act, 2013 read with the Companies (Account) Rules, 2014.

34. INTERNAL AUDITOR

In accordance with the provisions of Section 138(1) of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, Ms. Srijani Sarkar has been re-appointed by the Board of Directors of the Company as an Internal Auditors of the Company to conduct an internal audit of the functions and activities of the Company for the financial year 2025-26 at a remuneration as may be mutually decided and agreed upon between the Internal Auditors and the Board of Directors of the Company.

35. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations with reference to the financial statements.

The internal auditors of the Company conduct regular internal audits as per approved plan and the Audit Committee reviews periodically the adequacy and effectiveness of internal control systems and takes steps for corrective measures whenever required.

36. SECRETARIAL AUDITOR

In accordance with the provisions of Section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Rule 24 A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, M/s. DSMR & Associates, Practicing Company Secretaries, Hyderabad are appointed as Secretarial Auditors to undertake the secretarial audit of the Company from FY 2025-26 to fY 2029-30.

The Secretarial Audit Report in Form MR-3 of the Company for the financial year 2025-26 is enclosed herewith as Annexure - 6 and form part of this report.

The following are the observations in the secretarial audit report:

37. ANNUAL SECRETARIAL COMPLIANCE REPORT

In accordance with the Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, M/s. DSMR & Associates, Practicing Company Secretary, has issued an Annual Secretarial Compliance Report for the Financial Year Ended on 31st March, 2026 which was submitted to BSE Limited.

38. COST AUDITOR & MAINTEANANCE OF COST RECORDS

In accordance with the provisions of Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records & Audit) Rules, 2014 relating to appointment of Cost Auditor are not applicable for the business carried out by the Company. Therefore, the Company is not required to maintain cost records as specified by the Central Government under Section 148 (1) of the Companies Act, 2013.

39. CORPORATE SOCIAL RESPONSIBILITY

Since the Company does not have the net worth of Rs. 500 Crores or more, or turnover of Rs. 1000 Crores or more, or a net profit of Rs. 5 Crores or more during the financial year 2024-25, hence the section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and the Company need not adopt any Corporate Social Responsibility Policy.

40. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2013 and Rule 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the Company has formulated Whistle Blower Policy and established a Vigil Mechanism for Directors, employees which provides a platform to report genuine concern about any breach of code of conduct, illegal or unethical practices, unethical behaviour, actual or suspected fraud.

41. POLICY ON DIRECTORS' APPOINTMENT REMUNERATION & OTHER DETAILS

Pursuant to the provisions of the Act and the Listing Regulations, the Nomination and Remuneration Committee identifies persons who are qualified to become directors in accordance with the criteria laid down and recommend to the Board for their appointment and removal.

The Company adopted a policy relating to the remuneration for Directors, Key Managerial Personnel and other senior management personal. This Policy covers the remuneration and other terms of employment for the Company's executive team. The remuneration policy for members of the Board and for management aims at improving the performance and enhancing the value of the Company by motivating and retaining them and to attract the right persons to the right jobs in the Company.

The object of this Remuneration Policy is to make your Company a desirable workplace for competent employees and thereby secure competitiveness, future development and acceptable profitability. In order to achieve this, it is imperative that the Company is in a position to offer competitive remuneration in all its operational locations.

42. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company lays down the constitution and role of the Nomination and Remuneration Committee. The policy has been framed with the objective :-

a) to formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors of the Company;

b) to ensure that appointment of directors, key managerial personnel and senior managerial personnel and their removals are in compliance with the applicable provisions of the Act and the Listing Regulations;

c) to set out criteria for the evaluation of performance and remuneration of directors, key managerial personnel and senior managerial personnel;

d) to recommend policy relating to the remuneration of Directors, KMPs and Senior Management Personnel to the Board of Directors to ensure:

i. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and employees to effectively and qualitatively discharge their responsibilities;

ii. relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

iii. align the growth of the Company and development of employees and accelerate the performance;

iv. to adopt best practices to attract and retain talent by the Company; and

v. to ensure diversity of the Board of the Company.

The policy specifies the manner of 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.

43. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars of energy conservation and technology absorption are not applicable to the Company as it is not engaged in any manufacturing activity.

The disclosure of foreign exchange earnings and outgo, in terms of provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to time, is given hereunder:

Foreign Exchange Earnings and Outgo

The Company had a total foreign exchange earnings and outgo as provided below during the year ended 31st March, 2026:

44. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Act read with Regulation 17 (9)(b) of the LODR Regulations, the Company has formulated and implemented Risk Management Policy for the Company which identifies various elements of risks which in its opinion may threaten the existence of the Company and measures to contain and mitigate risks. The Company has adequate internal control systems and procedures to manage the risks. The Risk Management procedures are reviewed by the Audit Committee and the Board on periodical basis.

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

Your Company has zero tolerance towards sexual harassment at the workplace and the details of sexual harassment complaints as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder are as follows:

No. of Complaints Received: Nil

No. of Complaints Disposed off: NA

During the year under review, the Company has complied with the provisions related to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. A detailed policy on prevention, prohibition and redressal of sexual

46. INDUSTRIAL SAFETY AND ENVIRONMENT

Utmost importance continues to be given to the safety of personnel and equipment in all the plants of the Company. The Company reviews thoroughly the various safety measures adopted and takes effective steps to avoid accidents. Safety drills are also conducted at regular intervals to train the employees to take timely and appropriate action in case of accidents.

47. DECLARATION BY THE COMPANY

The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Act, as on March 31,2026.

48. EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights: NA

c) Issue of shares to employees of the Company: NA

d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

e) Buy back shares: NA

f) Disclosure about revision: NA

g) Preferential Allotment of Shares: No preferential allotment made during the year.

49. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

50. GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by allowing paperless compliance by the Companies and permitted the service of Annual Reports and other documents to the shareholders through electronic mode subject to certain conditions and the Company continues to send Annual Reports and other communications in electronic mode to those members who have registered their email ids with their respective depositories.

i.e. BSE Limited.

51. INDUSTRIAL RELATIONS

Industrial relations have been cordial during the year under review and your directors appreciate the sincere and efficient services rendered by the employees of the Company at all levels towards successful working of the Company.

52. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

53. POLICIES:

54. CEO/CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification on the financial statements under Regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2025-26 is annexed as Annexure - 11 in this Annual Report.

55. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

56. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following as the same were not applicable for the Company during the year under review:

a. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status at the end of the financial year; and

b. The details of difference between the amount of valuation done at the time of one-time settlement and the valuation done while taking loan from Banks or Financial Institutions along with the reasons thereof.

57. ACKNOWLEDGEMENTS

Your Directors expresses its sincere gratitude to all customers, vendors, investors, bankers, the Government authorities, financial institutions and members during the year under review for their continued support, patronage, and cooperation.

Your Directors also place on record their deep appreciation for the commitment, dedicated efforts and value-added contribution made by all the employees. The Company's consistent growth and achievements have been made possible by their unwavering hard work, unity, and support.

Your directors would also like to thank all the shareholders for continuing to repose their faith in the Company and its future.