Aditya Infotech Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

The Board of Directors ("Board") of Aditya Infotech Limited ("Company") are pleased to present the Board''s Report on
the business and operations of the Company along with the audited standalone and consolidated financial statements
for the financial year ended March 31, 2026 ("FY 2025-26 or FY26").

HIGHLIGHTS OF FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS
FINANCIAL HIGHLIGHTS

The Company''s performance (standalone and consolidated) during the FY 2025-26 as compared to the previous year, is
summarized below:

Particulars	Consolidated Standalone Year ended Year ended
	March 31, 2026	March 31,2025	March 31,2026	March 31,2025
Revenue from Operations	42,208.12	31,118.72	41,788.48	30,658.17
Add: Other Income	128.40	110.54	136.27	115.86
Total Income	42,336.52	31,229.26	41,924.75	30,774.03
Less: Expenditure	36,546.79	28,645.39	36,766.14	28,282.52
- Finance Cost	302.04	418.12	284.01	415.11
- Depreciation/ Amortization expenses	560.22	311.23	329.02	252.44
Exceptional items	-	-	-	-
Gain on account of fair valuation of previously held equity interest		(2,486.30)
Profit / (Loss) before taxes	4,927.47	4,340.82	4,545.58	1,823.96
Less : Taxes and Provisions
- Current tax expenses	1,379.94	569.67	1,260.97	547.15
- Income tax for earlier year tax adjustment net	(4.80)	(1.51)	(5.79)	(1.51)
- Deferred tax expenses /(credit)	(127.28)	258.97	(115.90)	(74.63)
Profit /(Loss) for the Year	3,679.61	3,513.69	3,406.30	1,352.95
Add: Other Comprehensive income /(expense)	15.48	(3.28)	12.00	(3.57)
Total Comprehensive Income for the year	3,695.09	3,510.41	3,418.30	1,349.38
Earnings per equity share
Basic (in H) (Nominal value: H 1 each)	32.05	33.02	29.67	12.72
Diluted (in H) (Nominal value: H 1 each)	32.05	33.02	29.67	12.72
*Amounts rounded off to the nearest rupee

The standalone, as well as the consolidated financial
statements, have been prepared in accordance with the
provisions of the Companies Act, 2013 ("Act"), Indian
Accounting Standards ("Ind AS") as applicable and the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations").

OVERVIEW AND STATE OF AFFAIRS OF THE
COMPANY

STATE OF AFFAIRS

During the year under review, your Company continued
to lead India''s surveillance brand with the most extensive
CCTV & Security Products portfolio in the entire industry.

The Company offers a wide range of products and services
to meet the varied needs of government, commercial,
residential, and industrial customers and since its
products are successfully deployed across the length
and breadth of India in all vertical segments under its
flagship brand CP PLUS.

The Company further strengthened its market position
in the domestic surveillance industry, supported by its
established distribution network, diversified product
portfolio and continued focus on customer engagement
across government, enterprise and retail segments.
The demand environment remained favourable,
supported by increasing security awareness, rapid
urbanization, infrastructure development, smart city

initiatives and growing adoption of technology-enabled
surveillance systems.

During the year, the Company continued to expand its
product and solution offerings, including AI-enabled
network cameras, NVRs, thermal solutions, body-worn
cameras, smart Wi-Fi cameras, digital door locks, video
door phones and other surveillance-aligned products.

Further, the Company continued to leverage emerging
technologies such as Artificial Intelligence (AI), advanced
analytics and intelligent video surveillance solutions to
address evolving customer requirements and enhance its
competitive position in the market.

The Company remains focused on innovation, localisation,
operational excellence and sustainable growth, and is well
positioned to capitalise on the long-term opportunities
arising from the increasing adoption of surveillance and
security solutions across India.

REGULATORY AND POLICY ENVIRONMENT

Your Company continues to align its operations with key
initiatives of the Government of India, including ‘Make
in India'', with a continued emphasis on indigenization,
domestic manufacturing and value addition. The Company
is also evaluating opportunities under the Production
Linked Incentive ("PLI") schemes for electronics and IT
hardware manufacturing and is taking appropriate steps,
wherever applicable, towards meeting eligibility criteria
relating to incremental production, investment thresholds
and local value addition.

During the year, the Government of India also
announced a Production Linked Incentive scheme for
electronic components with an outlay of INR 22,919
crore approximately, aimed at promoting domestic
manufacturing of critical electronic components
including printed circuit boards (PCBs), camera modules
and passive components. The Company believes such
initiatives are expected to strengthen the domestic
electronics manufacturing ecosystem and support long¬
term localization efforts within the surveillance industry.

Further, the Modified Electronics Manufacturing Clusters
("EMC 2.0") Scheme, as approved by the Government
of India, with proposed financial support of up to
INR 3,762 crore approximately, is intended to facilitate the
development of world-class electronics manufacturing
infrastructure and supply chain ecosystems in India.
The Company believes these initiatives are expected to
improve supply chain efficiencies, enhance manufacturing
competitiveness and support the growth of the domestic
electronics and surveillance ecosystem.

The Company complies with applicable standards
and certification requirements prescribed by the
Bureau of Indian Standards ("BIS") and follows testing
and certification protocols of the Standardisation
Testing and Quality Certification ("STQC") Directorate,
wherever applicable.

CYBERSECURITY, DATA PROTECTION AND
LOCALIZATION

Considering the nature of the Company''s products and
solutions, the Company continues to strengthen its focus
on cybersecurity, data protection and system integrity. The
Company endeavors to comply with applicable provisions
of the Information Technology Act, 2000 and rules made
thereunder, and is taking necessary steps to align with the
requirements of the Digital Personal Data Protection Act,
2023, to the extent applicable.

The Company also supports customer requirements and
regulatory expectations relating to data localization and
secure data handling, including deployment architectures
enabling storage and processing of data within India,
wherever mandated. The Company remains cognizant
of applicable government advisories and procurement-
related requirements concerning cybersecurity and
trusted sources in surveillance systems.

OPERATIONS AND PERFORMANCE

During the year, the Company focused on improving
operational efficiencies, increasing local sourcing,
optimizing supply chain processes and strengthening
its presence across key markets, including tier II and tier
III cities. The Company also continued its efforts towards
enhancing service capabilities and expanding its product
offerings in line with evolving market requirements.

MATERIAL EVENTS DURING THE YEAR

INITIAL PUBLIC OFFER AND LISTING OF EQUITY
SHARES

During the year under review, the Company successfully
completed its Initial Public Offer ("IPO" or "Issue" or "Offer")
of 1,92,67,928 Equity Shares for cash at a price of H675/-
per equity shares (including a share premium of H674/-
per equity shares) aggregating to H1,300 Crores. The offer
consists of a Fresh Issue of 74,16,079 Equity Shares of face
value of H1/- each aggregating to H500 Crores and an Offer
for Sale of 1,18,51,849 Equity Shares of face value of H1/-
each aggregating to H800 Crores. The IPO was open for
subscription from July 29, 2025, to July 31, 2025, and the
Equity Shares of the Company were listed on BSE Limited
and the National Stock Exchange of India Limited ("Stock
Exchanges") on August 5, 2025.

The Offer was managed by the Book Running Lead
Managers, viz., ICICI Securities Limited and IIFL Capital
Services Limited (formerly known as IIFL Securities Limited).
Pursuant to the Fresh Issue, the paid-up equity share
capital of the Company increased from 10,98,05,805
Equity Shares of face value of H1/- each to 11,72,21,884
Equity Shares of face value of H1/- each. The Equity Shares
of the Company are listed under BSE Scrip Code 544466,
NSE Symbol CPPLUS and ISIN INE819V01029.

The Board places on record its sincere appreciation to
the shareholders, investors, regulators, stock exchanges,

depositories, intermediaries, advisors and all other
stakeholders for their valuable support and confidence.
The Board also acknowledges the commitment and efforts
of the management team and employees in successfully
accomplishing this significant milestone.

STRATEGIC CAPACITY EXPANSION AND
BACKWARD INTEGRATION INITIATIVES

While the Company is primarily engaged in the trading
and distribution of security and surveillance products
including but not limited to CCTV cameras under its own
brand namely "CP PLUS''; whereas, the manufacturing
operations of such products are undertaken through its
wholly owned subsidiary namely AIL Dixon Technologies
Private Limited ("AIL Dixon") at its plant located at in
Kadapa, Andhra Pradesh (''facility'').

During the FY 2025-26, AIL Dixon undertook a capacity
augmentation plan to increase its existing installed
capacity of the facility of 24 million CCTV and surveillance
products per annum to 30 million CCTV and surveillance
products per annum by an additional 6 million CCTV and
surveillance products per annum. The proposed capacity
augmentation is expected to be completed by the second
quarter of the Financial Year 2026-27.

In addition to above, AIL Dixon has also taken necessary
initiatives in order to set up a greenfield manufacturing
project at Kadapa, Andhra Pradesh. The purpose of setting
up this new project is to manufacture plastic and metal
housing components which will be used in CCTV and
surveillance products. The proposed facility will have an
installed capacity of 30 million plastic and metal housing
components per annum and is expected to be implemented
in a phased manner, with Phase I targeted for completion

by the second quarter of Financial Year 2026-27 and Phase II
by the fourth quarter of Financial Year 2026-27.

The greenfield project is aimed at strengthening backward
integration by centralizing the manufacturing of key
components for captive consumption, thereby optimizing
costs, improving supply chain efficiencies, and enhancing
overall operational effectiveness across the Group''s
manufacturing operations. These initiatives are expected
to strengthen the manufacturing capabilities, support
future growth and enhance the company''s competitive
position in the security and surveillance industry.

UTILISATION OF PROCEEDS OF INITIAL
PUBLIC OFFER (''IPO'')

Pursuant to provisions of Regulation 32 of the SEBI
Listing Regulations read with the applicable provisions
of the SEBI Master Circular No. HO/49/14/14(7)2025-
CFDPOD2/I/3762/2026 dated January 30, 2026, the
Company confirms that, during FY26, there was no
deviation or variation in the utilisation of the proceeds
raised through the IPO from the objects stated in the
Prospectus dated July 31,2025.

Further, pursuant to provisions of Regulation 41 of the
SEBI (Issue of Capital and Disclosures Requirements)
Regulations, 2018, the Company has identified and
appointed Acuite Ratings & Research Limited as its
Monitoring Agency, which has submitted its quarterly
monitoring reports, confirming that the IPO proceeds
have been utilised in accordance with the objects stated
in the Prospectus. The said reports have been duly filed
with the Stock Exchanges within the prescribed timelines.

The details of the actual utilisation of the net IPO proceeds for the FY 2025-26:

S.No	Original Object	Modified Object, if any	Original Allocation	Modified allocation, if any	Funds Utilised	Balance Amount	Amount of Deviation/ Variation
1.	Prepayment and/or repayment of all or a portion of certain outstanding borrowings availed by our Company	NA	3750.00	0	3750.00	0
2.	General Corporate Purpose	NA	947.13	1013.66	900.00	113.66	-

DIVIDEND

The Board are pleased to recommend a final dividend of
H 1.64 per equity share of the face value of H1/- each for
FY 2025-26 which translates to 164% of the face value
per equity, constitutes the same amount of dividend as
declared by the Company during the previous year. The
dividend is subject to the approval of the members at

the forthcoming 31^st Annual General Meeting ("AGM")
of the Company.

The dividend, if approved by the members at the
forthcoming AGM, the same shall be paid / dispatched
within 30 days from the conclusion of the said AGM to
the members whose names appear in the register of
members/ beneficial owners as on the record date. The

dividend shall be paid after deduction of tax at source,
as applicable in accordance with the Income Tax Act and
rules as may be applicable.

The Company has complied with the guidelines specified
under the Dividend Distribution Policy formulated in
terms of the provisions of regulation 43A of the SEBI
Listing Regulations and the same is available on the
Company''s website and can be accessed athttps://www.
adityagroup.com/assets web/images/policies and
other documents/Dividend distribution Policy.pdf

TRANSFER TO RESERVES

During the FY 2025-26, the Board has not proposed to
transfer any amount to the General Reserves as maintained
by the Company. Further, the details of transfers, to other
reserves, (including the ESOP Reserve), if any, are disclosed
in Note No. 22 to the standalone financial statements and
Note No. 22 to the consolidated financial statements
forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

In compliance with the provisions of the Act and SEBI
Listing Regulations, the Company extends financial
assistance to its subsidiaries, in the form of investments,
guarantee etc., from time to time, in order to meet their
business requirements.

The particulars of loans, guarantees, investments and other
transactions covered under Section 186 of the Act and
Schedule V of the SEBI Listing Regulations are disclosed in
Notes 9, 18 and 44 to the standalone financial statements
of the Company, forming part of this Annual Report.

SHARE CAPITAL
AUTHORISED CAPITAL

During the financial year under review, there was no
change in the Authorised Share Capital of the Company.
As on March 31, 2026, the Authorised Share Capital stood
at H15,00,00,000 (Rupees Fifteen Crores only), divided into
15,00,00,000 equity shares of H1 each.

ISSUED, SUBSCRIBED AND PAID-UP SHARE
CAPITAL (INCLUDING ESOPs)

As on March 31, 2026, the Issued, Subscribed and Paid-
up Share Capital of the Company stood at H11,77,98,084
(Rupees Eleven Crores Seventy-Seven Lakhs Ninety-Eight
Thousand Eighty-Four only), comprising of 11,77,98,084
Equity Shares of H1/- each.

During the FY 2025-26, Company''s share capital increased
pursuant to (i) The fresh issue under its Initial Public Offer
("IPO") and (ii) Allotment of equity shares upon exercise of
vested stock options, granted under the Aditya Infotech
Employee Stock Option Plan, 2024 ("ESOP Plan 2024").

The movement in the Issued, Subscribed and Paid-up
Share Capital during the year is set out below:

Date	Particulars	Number of Equity Shares (face value of J1/- each)
April 01, 2025	Opening Issued, Subscribed and Paid-up Share Capital	10,98,05,805
August 01, 2025	Allotment pursuant to Fresh Issue under the IPO.	74,16,079
November 19, 2025	Allotment of Equity Shares upon exercise of vested stock options granted under ESOP 2024	3,23,135
February 02, 2026	Allotment of Equity Shares upon exercise of vested stock options granted under ESOP 2024	2,53,065
March 31, 2026	Closing Issued, Subscribed and Paid-up Share Capital	11,77,98,084

Consequent to the above allotments, the Issued,
Subscribed and Paid-up Share Capital of the Company
increased from H10,98,05,805 comprising of 10,98,05,805
Equity Shares of H1/- each to H11,77,98,084 comprising of
11,77,98,084 Equity Shares of H1/- each as on March 31,
2026. The Equity Shares of the Company shall rank pari
passu in all respects.

Subsequent to the close of the financial year and up to the
date of this Report, 52,401 Equity Shares of H1/- each were
allotted to eligible employees pursuant to the exercise
of their vested stock options granted under ESOP 2024.
Consequently, as on the date of this Report, the Issued,
Subscribed and Paid-up Share Capital of the Company
stands at H11,78,50,485 (Rupees Eleven Crores Seventy-
Eight Lakhs Fifty Thousand Four Hundred Eighty-Five only),
comprising of 11,78,50,485 Equity Shares of H1/- each.

EMPLOYEES STOCK OPTION SCHEME

The Company has implemented an employee stock
option plan titled Aditya Infotech Employee Stock
Option Plan 2024 ("ESOP Plan 2024") prior to the IPO.
The ESOP Plan 2024 was introduced as an equity-based
compensation mechanism to reward and retain talented
employees of the Company, Group Company, including
employees of its subsidiary Company, Associate Company,
in India or outside India, or of a Holding Company of the
Company. The objectives of the ESOP Plan 2024, inter alia,
include aligning the interests of employees with that of
shareholders in such manner that the employee would
be motivated to take decisions in the interest of the
shareholders, providing wealth-creation opportunities to
our employees linked to value creation, retaining best¬
performing and critical talent, and rewarding tenured

employees for their association, dedication, and past
contributions to the Company.

With a view to motivate and incentivize the key
workforce, ESOP Plan 2024 was originally approved and
recommended by the Nomination and Remuneration
Committee ("NRC") and the Board at their respective
meetings held on June 12, 2024, and thereafter approved
by the members of the Company by passing the special
resolution at their extra-ordinary general meeting held on
June 17, 2024 and the same was further amended a few
more times in order to align with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
("SEBI (SBEB & SE) Regulations"), prior to IPO. Post IPO, the
Members of the Company, through postal ballot on March
28, 2026, ratified the ESOP Plan 2024 in accordance with
the SEBI (SBEB & SE) Regulations. The Company has also
obtained requisite in-principle approvals from the stock
exchanges for the allotment of equity shares arising out
of the exercise of vested stock options under the ESOP
Plan 2024. A statement containing relevant disclosures
required under Rule 12(9) of the Companies (Share Capital
and Debentures) Rules, 2014 and Regulation 14 of the
SEBI (SBEB & SE) Regulations, in respect of the ESOP Plan
2024, are available on the Company''s website at:https://
adityagroup.com/shareholders-meeting.

The Company has obtained a certificate from M/s, Anuj
Gupta and Associates, Practicing Company Secretaries
(Firm Registration No. S2015DE314800) confirming that
ESOP Plan 2024 has been implemented in accordance with
the SEBI (SBEB & SE) Regulations and resolution(s) passed
by the Members of the Company. The said certificate
will be made available for inspection by the members
electronically during business hours.

SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATES

SUBSIDIARIES

As on March 31,2026, your Company had three (3) wholly
owned subsidiaries. During the FY 2025-26, one new
wholly owned subsidiary namely Aditya Infotech Taiwan
Co. Ltd was incorporated, thereby strengthening the
Company''s global presence and enhancing its research
and development capabilities. The details of all the
Company''s subsidiaries are as follows:

1. AIL Dixon Technologies Private Limited

AIL Dixon Technologies Private Limited ("AIL Dixon")
was originally incorporated on February 8, 2017,
as a joint venture company between the Company
and Dixon Technologies (India) Limited, with each
partner holding 50% of the equity share capital,
respectively. The company was established with
the objective of manufacturing and marketing
security and surveillance products, including
digital video recorders (DVRs), CCTV cameras, alarm

systems, electrical appliances, energy devices,
gadgets, and related components for industrial and
household applications.

The AIL Dixon operates a manufacturing facility
located in Kadapa, Andhra Pradesh, which is engaged
in the manufacturing, assembling, importing,
exporting, trading, and servicing of security and
surveillance products, including CCTV cameras,
DVRs, cables, software, and related accessories.
The facility plays a significant role in strengthening
the Company''s manufacturing capabilities and
supporting its growing product portfolio.

After successfully operating as a Joint Venture
(JV) for nearly eight years, the Company acquired
the entire shareholding held by its JV Partner i.e.
Dixon Technologies (India) Limited in AIL Dixon
Technologies Private Limited, and thereby made it a
wholly owned subsidiary of the Company with effect
from September 18, 2024. The acquisition included
all associated assets, liabilities, rights, obligations,
and equity interests of the joint venture partner.

2. Shenzhen CP Plus International Ltd.

Shenzhen CP Plus International Ltd. was incorporated
on December 30, 2016, under the laws of the People''s
Republic of China as a private limited liability company
as a wholly owned subsidiary of the Company.

The entity primarily provides procurement support
and operational assistance to the Company in
sourcing raw materials, spare parts, components, and
finished goods relating to security and surveillance
solutions. In addition, it undertakes quality assurance
activities, including product testing, inspection,
quality control, and technical evaluation of products
sourced from international markets.

The subsidiary plays a strategic role in strengthening
the Company''s supply chain management
and ensuring the quality and reliability of
products procured from overseas vendors and
manufacturing partners.

3. Aditya Infotech Taiwan Co. Ltd

Aditya Infotech Taiwan Co. Ltd. was incorporated on
February 2, 2026, under the laws of Taiwan as a wholly
owned subsidiary of the Company.

The subsidiary has been established with the
primary objective of undertaking research and
development activities in the field of security and
surveillance technologies. It is expected to support
the Company''s innovation initiatives by focusing on
product development, technology enhancement,
design improvements, and advanced engineering
solutions for the security and surveillance industry.

The incorporation of this subsidiary reflects
the Company''s commitment to strengthening
its research and development capabilities and
enhancing its in-house technological expertise to
support future growth and maintain its competitive
position in the market.

The Board regularly reviews the operations and affairs
of the subsidiaries and is kept informed of all material
transactions undertaken by the subsidiaries.

In accordance with section 129(3) of the Act, the Company
has prepared the consolidated financial statements,
which forms part of this Annual Report. Further, a separate
statement containing the salient features of the financial
statements of the subsidiaries in the prescribed format
AOC-1 forms part of the Consolidated Financial Statements
of the Company.

In accordance with section 136 of the Act, the audited
financial statements, including consolidated financial
statements and related information of the Company
and audited financial statements of its subsidiaries, are
available on the Company''s website athttps://www.
aditvagroup.com/subsidiarv-financialsand can be
inspected at the Company''s registered office during
business hours or through electronic mode.

MATERIAL SUBSIDIARY

In terms of the SEBI Listing Regulations, the Company has
in place a policy for determining "material subsidiary".
The said policy is available on the Company''s website
athttps://www.adityagroup.com/assets web/images/
policies and other documents/Policy for determining
material subsidiaries.pdf.

AIL Dixon Technologies Private Limited ("AIL Dixon"), a
wholly owned subsidiary, has been identified as a material
subsidiary for FY 2025-26 in accordance with regulation
16(1)(c) of the SEBI Listing Regulations. The manufacturing
operations of AIL Dixon are primarily carried out through
the material subsidiary and the details of the material
subsidiary are set out in the Corporate Governance Report,
forming part of the Annual Report.

JOINT VENTURE

As part of its strategic initiative to strengthen supply chain
integration, achieve backward integration, and enhance
manufacturing capabilities, the Company entered into a
collaboration with Orient Cables (India) Limited ("Orient")
for the manufacture of electric cables and allied products,
including LAN cables, CCTV cables, terminated assemblies,
connectors, and other related products.

During the FY 2025-26, the Board approved the execution
of a Memorandum of Understanding ("MoU") with Orient
on February 12, 2026, setting out the broad commercial
understanding and framework for the proposed
collaboration. Subsequently, the Company and Orient
entered into a definitive Joint Venture Agreement on
April 16, 2026, wherein it was agreed to form a Joint

Venture Company to manage the rights, obligations,
governance structure and operational framework of the
proposed joint venture.

Pursuant to the Joint Venture Agreement, a company,
namely Corelink Cable Technology Private Limited
("JV Company"), was incorporated on June 10, 2026,
subsequent to the closure of the FY 2025-26. The JV
Company has been established to manufacture and
commercialise cable products and allied components.

The Joint Venture is expected to contribute towards
greater supply chain integration, improved operational
efficiencies, enhanced quality control and long-term cost
competitiveness, while supporting the Company''s growth
strategy and strengthening its position in the security and
surveillance industry.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The Company is guided by a well-balanced and
experienced Board that provides strategic direction and
effective oversight of the management and affairs of the
Company. The Board comprises individuals with diverse
professional backgrounds, industry expertise, and varied
perspectives, enabling informed and balanced decision¬
making. The diversity of skills and experience among
Board members strengthens the Company''s governance
framework and supports the successful execution of its
business strategies and long-term objectives.

To enhance governance effectiveness, the Board is assisted
by various Committees constituted with clearly defined
roles and responsibilities. These Committees undertake
detailed review and deliberation of specific matters
within their respective mandates, allowing the Board to
focus on strategic and critical business issues through this
structured governance framework.

DIRECTORS

As on March 31, 2026, the Board comprised eight (8)
Directors, including three (3) Executive Directors, one
(1) Non-Executive Non-Independent Director, and four
(4) Independent Directors one (1) of whom is a Woman
Director. The composition of the Board is in compliance
with the requirements of the Act and the SEBI Listing
Regulations. Further, the detailed information on the
Board and Committee composition, tenure of Directors,
areas of expertise, and other relevant details is available
in the Corporate Governance Report, which forms part of
this Annual Report.

Pursuant to the provisions of Section 152 of the Act and
the Articles of Association of the Company, Mr. Ananmay
Khemka (DIN: 10782656), Whole-Time Director, retires
by rotation at the ensuing AGM and, being eligible, has
offered himself for re-appointment.

Based on the recommendation of the Nomination
and Remuneration Committee and considering his

performance, leadership qualities, industry expertise, and
significant contribution to the growth and development
of the Company, the Board recommends his re¬
appointment of Mr. Ananmay Khemka as Director, liable
to retire by rotation.

Subsequently, after closure of FY 2025-26, the Board
of Directors, based on the recommendation of the
Nomination and Remuneration Committee, appointed
Mr. Atul B. Lall (DIN: 00781436) as an Additional Director in
the category of Non-Executive, Non-Independent Director
of the Company with effect from May 26, 2026, subject to
the approval of the Members at the ensuing AGM.

Prior to the aforesaid appointment, Mr. Lall served as a Non¬
Executive Non-Independent Director of the Company from
September 12, 2024 to May 25, 2026, as the representative
of Dixon Technologies (India) Limited ("DTIL") pursuant to
Article 102A of the Articles of Association of the Company.

Brief details, nature of expertise, disclosure of relationships
between Directors, inter-se, details of directorships and
committee memberships held in other companies by the
Directors proposed to be appointed/ re-appointed, along
with their shareholding in the Company, as stipulated
under Secretarial Standard - 2 and Regulation 36 of the SEBI
Listing Regulations, forms part of Notice of the 31^st AGM.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 2(51) and 203 of the
Act, the following were the Key Managerial Personnel of
the Company as on March 31,2026:

S. No.	Key Managerial Personnel	Designation
1.	Mr. Hari Shanker Khemka	Chairman cum Whole Time Director
2.	Mr. Aditya Khemka	Managing Director
3.	Mr. Ananmay Khemka	Whole Time Director
4.	Mr. Yogesh Chand Sharma	Chief Financial Officer
5.	Ms. Roshni Tandon	Company Secretary and Compliance Officer

During the FY 2025-26, there was no change in the Key
Managerial Personnel of the Company.

MEETINGS OF THE BOARD AND COMMITTEES

During the Financial Year 2025-26, the Board met 9
(Nine) times and the details of the meetings along
with the attendance details are provided in the
Corporate Governance Report, which forms the part of
this Annual Report.

The gap between any two consecutive Board and/or
Committee meetings was within the limits prescribed
under Section 173 of the Act and applicable provisions
of the SEBI Listing Regulations. The requisite quorum
was present at all the meetings held during the
period under review.

COMMITTEES OF THE BOARD

In compliance with the provisions of the Act and the SEBI
Listing Regulations the Board has constituted following
statutory committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Risk Management Committee

4. Stakeholders Relationship Committee

5. Corporate Social Responsibility Committee

The composition of the Committee, terms of reference,
details of meetings held during the financial year, and
attendance of the Committee members are provided in
the Corporate Governance Report, which forms the part
of this Annual Report.

In addition to the said committees and for enhancing the
operational efficiency, the Board has also constituted a
Management Committee and an IPO Committee. However,
on completion of the IPO process during the FY 2025-26,
the purpose for which the IPO Committee was constituted
stood fulfilled. Accordingly, the Board vide. its resolution
dated November 12, 2025, dissolved the IPO Committee.

During the FY 2025-26, all recommendations made by
the Committees of the Board, were duly considered and
accepted by the Board of Directors.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all
Independent Directors confirming that they meet the
criteria of independence as prescribed under Section
149(6) of the Act read with the rules made thereunder
and Regulation 16(1)(b) and Regulation 25(8) of the SEBI
Listing Regulations.

In accordance with the provisions of Rule 6 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, all Independent Directors of the Company
have registered their names with the databank maintained
by the Indian Institute of Corporate Affairs (IICA),
wherever applicable.

Also, the independent directors have complied with
the Code for Independent Directors as prescribed in
Schedule IV of the Act and have confirmed that they are
in compliance with Code of Conduct for Board and the
Senior Management Personnel adopted by the Company
in accordance with SEBI Listing Regulations.

Based on the declarations received and after undertaking
due assessment of the veracity of such declarations, the
Board is satisfied that all Independent Directors possess the
requisite integrity, expertise, experience and proficiency
and fulfil the conditions of independence specified under
the Act and the SEBI Listing Regulations.

The details including the meetings of the independent
directors, familiarisation programme etc. have been
provided in the Corporate Governance Report, which
forms part of this annual report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of section 134 of
the Act, Board confirmed that:

a. in the preparation of the annual accounts for the period
under review, the applicable accounting standards
have been followed along with proper explanations
relating to material departures therefrom, if any;

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 FY 2025-26 and of the profit 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 frauds and
other irregularities

d. the Directors ensures that the annual accounts
of the Company have been prepared on a
going concern basis;

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

f. proper systems have been devised to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

POLICY ON APPOINTMENT AND
REMUNERATION

Pursuant to the provisions of Section 178 of the Act and
Regulation 19 of the SEBI Listing Regulations, the Board
has adopted a Policy on Nomination and Remuneration
of Directors, KMPs and Senior Management based on the
recommendations of the Nomination and Remuneration
Committee ("NRC"), for identification, appointment and
remuneration of Directors, KMPs and Senior Management
Personnel (SMPs) of the Company. It also prescribes the
criteria for determining qualifications, positive attributes,
independence of Directors and Board diversity.

The NRC reviews the composition of the Board and
remuneration structures from time to time, taking into

account regulatory requirements, industry practices
and the long-term interests of the Company and its
stakeholders. The Board, at its meeting held on December
17, 2024, approved amendments to the policy in order to
align with SEBI Listing Regulations.

The Board affirms that the remuneration paid to
the Directors, Key Managerial Personnel and Senior
Management Personnel during the year was in accordance
with the Policy on Nomination and Remuneration of
Directors, KMPs and Senior Management of the Company.

The Policy is available on the Company''s website at:
https://www.adityagroup.com/assets web/images/
policies and other documents/Nomination and
Remuneration Policy.pdf

EVALUATION OFTHE BOARD''S PERFORMANCE

Pursuant to the provisions of the Act and the SEBI Listing
Regulations, the Board, based on the recommendations
of the Nomination and Remuneration Committee ("NRC"),
has adopted a structured framework for evaluating the
performance of the Board, its Committees, the Chairperson
and individual Directors, including Independent Directors.

The annual performance evaluation for the
FY 2025-26 was carried out in accordance with the
approved evaluation framework.

Evaluation Process

• The NRC approved a comprehensive evaluation
questionnaire covering various aspects relating to
the functioning and effectiveness of the Board, its
Committees, Chairman and Individual Directors.

• The evaluation was conducted using a rating
scale ranging from 1 (strongly disagree) to 5
(strongly agree).

• The Directors completed and submitted their
evaluation responses, assessing the performance
of the Board, its Committees, the Chairperson and
individual Directors.

Outcome of Evaluation

Based on the performance evaluation carried out
during the year, the Board is of the view that it functions
effectively and continues to demonstrate a high
level of commitment, engagement and oversight in
discharging its responsibilities. The evaluation indicated
that the Board, its committees and individual Directors
are performing their respective roles efficiently and
contributing meaningfully to the Company''s governance
framework. The Board remains committed to maintaining
high standards of corporate governance and continuously
enhancing its effectiveness in line with evolving business
requirements and stakeholder expectations.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The disclosures pertaining to remuneration and other
details as required under Section 197 of the Act read with
Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are provided as under:

a) The statement containing particulars prescribed
under Section 197(12) of the Act read with Rule 5(1)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is annexed to
this Board''s Report as Annexure I.

b) The information required pursuant to Section
197(12) of the Act read with Rules 5(2) and 5(3) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 forms part
of this Board''s Report. However, in terms of the
provisions of Section 136(1) of the Act, the Annual
Report is being circulated to the Members excluding
the aforesaid particulars. Any member interested in
obtaining a copy of the said statement may write
to the Company Secretary & Compliance Officer at,
[email protected].

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Act
read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Board has constituted a Corporate
Social Responsibility Committee ("CSR Committee")
to oversee the implementation and monitoring of the
Company''s CSR initiatives. The composition of the CSR
Committee and its terms of reference are provided in
the Corporate Governance Report, which forms part of
this annual report.

The Company has adopted a Corporate Social
Responsibility Policy in accordance with the provisions
of the Act and the Rules made thereunder. The CSR
Policy outlines the Company''s philosophy towards social
responsibility, the guiding principles for undertaking
CSR activities, governance framework, implementation
mechanism, monitoring process and reporting
requirements. The CSR Policy is available on the Company''s
website at:https://www.adityagroup.com/assets web/
images/policies and other documents/Corporate
Social Responsibility Policy.pdf

Your Company endeavours to implement CSR
programmes that create meaningful and sustainable
impact for society while contributing towards the
economic and social development of the communities in
which it operates. Through its CSR initiatives, the Company
seeks to foster inclusive growth, improve quality of life,
and support long-term community development.

The Annual Report on CSR activities for the FY 2025-26, as
required under Sections 134 and 135 of the Act read with
the Companies (Corporate Social Responsibility Policy)
Rules, 2014, is annexed to this Report as Annexure II and
forms an integral part of this Annual Report.

RELATED PARTY TRANSACTIONS

The Company has adopted a Policy on Related Party
Transactions ("RPT Policy") in compliance with Regulation
23 of the SEBI Listing Regulations, which is available on the
website of the Company athttps://www.adityagroup.com/
assets web/images/policies and other documents/
Related Party Transaction Policy.pdf.

All Related Party Transactions ("RPTs") entered into by the
Company during the financial year 2025-26 were in the
ordinary course of business and carried out on an arm''s
length basis, in compliance with the provisions of the Act
and the SEBI Listing Regulations.

During the year under review, the Company did not enter
into any material related party transaction requiring
approval of the shareholders under the Act or the SEBI
Listing Regulations. Further, there were no materially
significant related party transactions that could have
a potential conflict with the interests of the Company.
Accordingly, the disclosure of related party transactions
in Form AOC-2 pursuant to Section 134(3)(h) of the
Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014, is not applicable on the Company for the
financial year 2025-26.

The details of Related Party Transactions as required under
Indian Accounting Standard (Ind AS) 24 are disclosed in
Note No. 43 to the Standalone Financial Statements
forming part of this Annual Report.

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

Except as disclosed elsewhere in this Report, there have
been no material changes or commitments affecting the
financial position of the Company that have occurred
between the end of the financial year to which the financial
statements relate and the date of this Report.

AUDITORS AND AUDITOR''S REPORT
STATUTORY AUDITORS

M/s. Walker Chandiok & Co LLP, Chartered Accountants
(Firm Registration No. 001076N/N500013), were appointed
as the Statutory Auditors of the Company for a term of five
consecutive years, commencing from the conclusion of
the 27^th AGM until the conclusion of the 32^nd AGM to be
held for the financial year 2026-27.

The Auditor''s Report on the standalone and consolidated
financial statements of the Company for FY 2025-26 forms
part of this Annual Report. The reports are unmodified
and do not contain any qualification, reservation, adverse
remark or disclaimer of opinion and is self-explanatory
and therefore, do not call for any further comments from
the Board under Section 134(3)(f) of the Act.

During the FY 2025-26, the Statutory Auditors have not
reported any fraud committed against the Company by its
officers or employees as required under Section 143(12) of
the Act read with the rules made thereunder.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act read
with rules made thereunder and Regulation 24A of the
SEBI Listing Regulations, M/s, Anuj Gupta and Associates,
Practicing Company Secretaries (Firm Registration No.
S2015DE314800 and Peer Review No. 1126/2021), were
appointed as the Secretarial Auditor of the Company for
a term of five (5) consecutive years, at the 30^th AGM of the
Company commencing from the financial year 2025-26.

M/s, Anuj Gupta and Associates conducted the Secretarial
Audit of the Company for the financial year ended March
31, 2026 and the Secretarial Audit Report in Form MR-3 is
annexed to this Board''s Report as Annexure III and forms
an integral part of this Annual Report. The Secretarial
Audit Report is self-explanatory and does not contain any
qualification, reservation, adverse remark or disclaimer.

Further, in compliance with Regulation 24A of the SEBI
Listing Regulations, the Secretarial Audit Report of AIL
Dixon Technologies Private Limited, a material subsidiary
of the Company for FY 2025-26 issued by M/s. Naresh Verma
& Associates, Company Secretaries (Firm Registration
No. S2002DE050200 and Peer Review No. 3266/2023) is
enclosed as Annexure IV to this report.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act
and the rules made thereunder, M/s D.P. Kapoor & Co,
Chartered Accountants (Firm Registration No. 002251N)
were appointed as the Internal Auditors of the Company
for the FY 2025-26.

The Internal Auditors conducted periodic internal audits
during the year under review and submitted their
reports to the Audit Committee. The Audit Committee
regularly reviewed the internal audit findings, significant
observations, management responses and the status of
implementation of corrective actions, wherever required.
The Committee also monitored the adequacy and
effectiveness of the Company''s internal financial controls,
internal control systems and risk management framework.

INTERNAL FINANCIAL CONTROL

Your Company has in place adequate internal financial
controls with reference to financial statements,
commensurate with the size, scale and complexity of its
operations. These controls are designed to ensure the
orderly and efficient conduct of business, safeguarding
of assets, prevention and detection of frauds and errors,
accuracy and completeness of accounting records, and
timely preparation of reliable financial information. The
Audit Committee and the Board periodically review the
adequacy and effectiveness of the internal control systems.

During the financial year under review, the internal
financial controls were tested and found to be operating
effectively. No material weakness, significant deficiency
or reportable deficiency was observed by the Internal
Auditors or the Statutory Auditors.

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY''S OPERATIONS IN
FUTURE

During the FY 2025-26, no significant or material orders
were passed by any regulatory authority, court, or
tribunal that would impact the going concern status of
the Company or have a material adverse effect on the
operations or future prospects.

RISK MANAGEMENT

The Company has established a robust Risk Management
Framework for identifying, assessing, monitoring and
mitigating key risks that may impact the achievement of
its business objectives.

In accordance with the SEBI Listing Regulations, the
Board has constituted a Risk Management Committee
("RMC"), chaired by an Independent Director, to oversee
the implementation and effectiveness of the Company''s
risk management practices. The RMC periodically reviews
key risks, mitigation measures and the overall risk profile
of the Company.

The Company has also adopted a Risk Management
Policy which is available on the website of the
Company athttps://adityagroup.com/assets web/
images/policies and other documents/Risk
Assessment and Management Policy.pdf

A detailed discussion on the key risks and their mitigation
measures forms part of the Management Discussion and
Analysis Report, which forms part of this Annual Report.

WHISTLE BLOWER POLICY /VIGIL MECHANISM

Your Company is committed to maintaining the highest
standards of integrity, transparency and ethical conduct in
all its business activities. In compliance with the provisions
of the Act and the SEBI Listing Regulations, the Company
has established a Vigil Mechanism through its Vigil
Mechanism/Whistle Blower Policy to provide Directors,
employees and other stakeholders with an appropriate
channel to report genuine concerns relating to unethical
behaviour, actual or suspected fraud, violations of the
Company''s Code of Conduct, financial irregularities or any
other improper practices.

Further, the details of the Vigil Mechanism are provided in
the Corporate Governance Report, which forms an integral
part of this Annual Report.

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

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo, as
required under section 134(3)(m) of the Act read with rule
8 of the Companies (Accounts) Rules, 2014, is enclosed as
Annexure V to this report.

PREVENTION, PROHIBITION AND REDRESSAL
OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

Your Company is committed to providing a safe, secure,
inclusive, and respectful workplace and maintains a
zero-tolerance approach towards any form of sexual
harassment. The Company''s Policy on Prevention of
Sexual Harassment at Workplace ("POSH Policy") is aligned
with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013 ("POSH Act") and the rules made thereunder.

In compliance with the POSH Act, the Company has
constituted an Internal Complaints Committee ("ICC")
to address and redress complaints relating to sexual
harassment at the workplace. The ICC is constituted
in accordance with the statutory requirements and
comprises members with the requisite experience and
expertise, including women members.

During the FY 2025-26, the Company continued to
strengthen its POSH framework through various
awareness and sensitization initiatives, including
employee training programmes, leadership workshops,
awareness communications/posters, and periodic review
of its policies and procedures. These initiatives are
aimed at fostering a culture of dignity, equality, mutual
respect, and inclusiveness while ensuring timely and fair
redressal of concerns.

The details of complaints received and disposed of during
the FY 2025-26 are as follows:

Particular	Number
No. of Complaints filed during the financial year	1
No. of complaints disposed of during the financial year	1
No. of complaints pending as on end of financial year	Nil

The Company remains committed to upholding the
highest standards of workplace ethics and ensuring a
work environment free from discrimination, harassment,
and retaliation.

COMPLIANCE WITH THE MATERNITY BENEFIT
ACT, 1961

The Company has complied with the applicable provisions
of the Maternity Benefit Act, 1961 and eligible employees
are provided related benefits and entitlements in
accordance with the requirements of the said Act.

ANNUAL RETURN

In accordance with the provisions of Sections 92 and
134 of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the draft
Annual Return of the Company for the Financial Year
2025-26 as prescribed in Form MGT-7 has been placed on
the Company''s website and is available athttps://www.
aditvagroup.com/annual-returns .

CORPORATE GOVERNANCE

Your Company remains committed to maintaining the
highest standards of corporate governance and has
complied with all applicable requirements prescribed
under the Act and the SEBI Listing Regulations.

The Company continues to conduct its affairs with
integrity, transparency, accountability, fairness and
responsibility, while fostering trust and confidence
among its shareholders, employees, customers, suppliers
and other stakeholders. The principles of good corporate
governance remain embedded in the Company''s business
practices and decision-making processes.

Pursuant to Regulation 34 of the SEBI Listing Regulations,
a separate Report on Corporate Governance forms
an integral part of this Annual Report. The Report
includes a certificate issued by the Practicing Company
Secretary confirming compliance with the conditions
of Corporate Governance as prescribed under the SEBI
Listing Regulations.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Pursuant to the provisions of the SEBI Listing Regulations,
the requirement to furnish a Business Responsibility and
Sustainability Report ("BRSR") is not applicable to the
Company for the financial year 2025-26.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

In terms of Regulation 34 of the SEBI Listing Regulations,
Management Discussion and Analysis Report for FY 2025¬
26, forms part of this Annual Report.

GENERAL

• PUBLIC DEPOSITS: The Company during the
FY 2025-26, did not accept any deposits from the
public which is falling under the purview of Chapter
V of the Act read with the Rule 8(5)(v) of Companies
(Accounts) Rules, 2014.

• ONE TIME SETTLEMENT: There was no instance of
a one-time settlement entered into by the Company
with any Bank or Financial Institution during the
financial year under review.

• REVISION IN FINANCIAL STATEMENT: During the
period under review, there was no revision in the
financial statements.

• REMUNERATION AND COMMISSION FROM

SUBSIDIARY: During the financial year under review,
neither the Managing Director nor any Whole-time
Director of the Company received any remuneration or
commission from any of the Company''s subsidiaries.

• CHANGE IN NATURE OF BUSINESS: There was no
change in the nature of the business of the Company
during FY 2025-26.

• COMPLIANCE OF SECRETARIAL STANDARDS:

Your Company complies with all applicable

Secretarial Standards issued by the Institute of
Company Secretaries of India in terms of section
118(10) of the Act.

• COST AUDIT AND COST RECORDS: Pursuant to the
provisions of Section 148 of the Act read with the
applicable rules made thereunder, the maintenance
of cost records and the requirement of cost audit
are not applicable to the Company in respect of its
business activities.

• TRANSFER TO INVESTOR EDUCATION AND

PROTECTION FUND (IEPF): During the financial year
under review, there were no amounts lying unpaid or
unclaimed towards dividend or any other amounts
required to be transferred to the Investor Education
and Protection Fund ("IEPF") pursuant to the
provisions of Section 125(2) of the Act. Accordingly,

no amount was transferred by the Company to the
IEPF during the year under review.

• APPLICATION/PROCEEDINGS PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

No application was filed against the Company, nor
were any proceedings pending under the Insolvency
and Bankruptcy Code, 2016, as on March 31,2026.

• CORPORATE ACTION: During the FY 2025-26, the
Company duly complied with all applicable statutory
and regulatory requirements relating to corporate
actions. There was no instance of any delay or
failure in implementing corporate actions within
the timelines prescribed under the applicable laws,
regulations, and listing requirements.

• DOWNSTREAM INVESTMENT COMPLIANCE:

Pursuant to the applicable provisions of the Foreign
Exchange Management Act, 1999 ("FEMA") and
the Foreign Exchange Management (Non-Debt
Instruments) Rules, 2019 ("NDI Rules"), the provisions
relating to downstream investment are not applicable
to the Company. Accordingly, the Company was not
required to obtain any certification or reporting
from its Statutory Auditors in this regard during the
financial year under review.

• EQUITY SHARES WITH DIFFERENTIAL VOTING
RIGHTS AND SWEAT EQUITY SHARES: During the
year under review, the Company has neither issued
the equity shares with differential voting rights nor
issued sweat equity shares in terms of the Act and the
rules made thereunder.

ACKNOWLEDGEMENT

The Board wishes to express its sincere appreciation for
the assistance and co-operation received from banks,
government and regulatory authorities, stock exchanges,
customers, vendors and members during FY 2025-26. The
Board also acknowledges and appreciates the exemplary
efforts and hard work put in by all employees of the
Company and looks forward to their continued support
and participation in sustaining the growth of the Company
in the coming years.

For and on behalf of the Board

Hari Shanker Khemka

Place: Noida DIN: 00514501

Date: June 24, 2026 Chairman cum Whole Time Director