Dear Members

RNIT AI Solutions Limited ,

Your directors have immense pleasure in presenting the 02 nd Board's Report (Post Relisting) of your Company along with the Audited Financial Statements for the financial year ended March 31, 2026.

FINANCIAL HIGHLIGHTS

The Financial Highlights of the Company are as given hereunder:

(Amount in lakhs, unless otherwise stated)

PERFORMANCE AND STATE OF COMPANY'S AFFAIRS

During the Financial Year 2025-26, the Company generated revenue of Rs.5,149.88 lakhs as against Rs.3,222.59 lakhs in the previous financial year and reported a profit after tax of

Rs.1,201.73 lakhs as compared to Rs.720.94 lakhs in the previous financial year.

The Board is pleased with the Company's financial performance during the year and remains optimistic about its future prospects. The Board expects the Company to continue its growth trajectory and create sustained value for its stakeholders in the years ahead.

AMOUNTS TRANSFERRED TO RESERVES

During the year under review, no amount was transferred to the reserves by the Board.

DIVIDEND

During the year, the Company did not declare any dividend.

DEPOSITS

During the year the Company has not accepted any deposit under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2026, there are no unclaimed deposits with the Company. Further the Company has not defaulted in repayment of deposits or payment of interest thereon.

During the year under review, there was no change in the nature of business.

ANNUAL RETURN

The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed at

HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Holding, Subsidiary, Joint Ventures and Associate Companies.

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

During the year ended March 31, 2026, no company became or ceased to be a subsidiary, joint venture, or associate of the Company.

SHARE CAPITAL

? Authorized Share Capital

During the year under review, there was a change in authorized share capital of the Company. Authorized share capital of the company as on March 31, 2026 was Rs.85,00,00,000/-, comprising of 8,50,00,000 equity shares of Rs.10/- each.

? Paid-up Share Capital

During the year under review, there was a change in paid up share capital of the Company. Paid up share capital of the company as on March 31, 2026 was Rs.84,79,20,830/-comprising of 8,47,92,083 equity shares of Rs.10/- each.

? Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

? Sweat Equity

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

? Bonus Shares

The Company has not issued any bonus shares during the year under review.

? Employees Stock Option

The Company has not implemented any Employees Stock Option Scheme during the Financial Year.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

During the year under review, the Company has not made any investments or granted loans or provided security, falling under the provisions of Section 186 of the Act.

DETAILS OF CREDIT RATING

The Company has not obtained any credit rating during the Financial Year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors consists of eminent professionals possessing extensive experience, integrity and expertise, who collectively provide strategic guidance, direction and leadership to the Company.

As on March 31, 2026, the Board comprised seven Directors, maintaining an appropriate balance between Executive and Non-Executive Directors, including one Woman Director. Out of the total strength of the Board, five Directors were Non-Executive Directors, of whom three were Independent Directors.

CHANGES IN THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Financial Year 2025-26, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company. The appointments and redesignations approved by the Board of Directors and subsequently all appointments were approved by the Members at the 1 st Annual General Meeting (Post Relisting) held on December 29, 2025, wherever required.

RETIREMENT BY ROTATION

In accordance with the provisions of Companies Act, 2013, Mr. Raja Srinivas Nandigam, Managing Director of the Company would retire by rotation and, being eligible, offer himself for re-appointment. The necessary resolution seeking approval of the Members for his re-appointment forms part of the Notice convening the Annual General Meeting. The Board of Directors recommends his re-appointment at the ensuing Annual General Meeting.

Mrs. Neelima Nandigam (DIN: 08430112) retired and re-elected as the director at the AGM held during the financial year 2025-2026 on December 29, 2025.

DETAILS OF WHOLE-TIME KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the period under review, the Key Managerial Personnel of the Company were Mr. Raja Srinivas Nandigam Managing Director, Mr. Malladi Venkata Satya Surya Subrahmanya Sastri, Chief Financial Officer and Mr. T.T.V.R. Seshan, Company Secretary and Compliance Officer.

Based on the confirmations received from the Directors, none of the Directors is disqualified from being appointed as a Director under Section 164 of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD:

During the year under review, Seventeen (17) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the time period prescribed under the Companies Act, 2013.

BOARD COMMITTEES

The Board has constituted the following Committees in accordance with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

? Audit Committee

? Nomination and Remuneration Committee

? Stakeholders' Relationship Committee

The details of the aforesaid Committees, including the composition thereof and the number of meetings held during the Financial Year 2025-26, are provided in the Report on Corporate Governance, which forms an integral part of this Annual Report.

BOARD EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of its Committees and individual Directors.

The evaluation was conducted in accordance with the criteria and framework approved by the Board and covered various aspects relating to the functioning of the Board, its Committees and individual Directors. The Independent Directors evaluated the performance of the Non-Independent Directors, the Chairman and the Board as a whole, while the Board evaluated the performance of the Independent Directors.

The evaluation process indicated that the Board, its Committees and individual Directors functioned effectively and continued to contribute towards the Company's governance framework, operational oversight and strategic objectives.

In terms of SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2018/79 dated May 10, 2018, the details of the Board Evaluation are provided below:

INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed compliance with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013.

In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise and experience, including proficiency, required to effectively discharge their duties and responsibilities.

MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of Schedule IV to the Companies Act, 2013 and Regulation

25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on March 28, 2026, without the attendance of Non-Independent Directors and members of the management.

At the meeting, the Independent Directors reviewed the performance of the Non-Independent Directors, the Chairman and the Board as a whole and assessed the quality, quantity and timeliness of the flow of information between the management and the Board. The Independent Directors noted that the Board and its Committees were functioning effectively and expressed satisfaction with the overall governance framework of the Company.

PARTICULARS OF EMPLOYEES

The disclosures required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in 'ANNEXURE - A' forming part of this Report.

The information required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. However, in terms of the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the Members excluding the aforesaid information. Any Member interested in obtaining a copy of such information may send a request to the Company at and the same will be provided upon request.

NOMINATION AND REMUNERATION POLICY

The Policy has been uploaded on the website of the Company at

AUDITORS AND THEIR REPORT(S):

Statutory Auditors

Pursuant to the provisions of the Companies Act, 2013, the Members of the Company at the 1 st Annual General Meeting (Post Relisting) held on December 29, 2025, approved the appointment of M/s. M S P R & Co., Chartered Accountants (Firm Registration No. 010152S), as the Statutory Auditors of the Company for a term of five consecutive years, commencing from the Financial Year 2025-26 up to the Financial Year 2029-30.

The Statutory Auditors have issued an unmodified audit opinion on the Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.

The notes to the financial statements referred to in the Auditors' Report are self-explanatory and, therefore, do not call for any further comments under Section 134(3)(f) of the Companies Act, 2013.

During the year under review, the Statutory Auditors have not reported any instance of fraud under Section 143(12) of the Companies Act, 2013 and the rules made thereunder, either to the Company or to the Central Government.

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, M/s. K R A Y & Associates, Chartered Accountants, Hyderabad, acted as the Internal Auditors of the Company for the Financial Year 2025-26 and conducted the internal audit of the Company's operations and processes.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Members of the Company at the 1 st Annual General Meeting (Post Relisting) held on December 29, 2025, approved the appointment of M/s. MVK & Associates, Practising Company Secretaries, Hyderabad, as the Secretarial Auditors of the Company for a term of five consecutive years, commencing from the Financial Year 2025-26 up to the Financial Year 2029-30.

The Secretarial Auditor's Report in Form MR-3 for the financial year 2025 -26 received from M/s. MVK & Associates, is enclosed as ' ANNEXURE - B' and forms part of this report. The Report contains no adverse remarks; however, it includes an observation, which is self- explanatory.

Cost Records

Maintenance of cost records as prescribed under the provisions of Section 148 of the Companies Act, 2013 are not applicable for the business activities carried out by the Company during the financial year.

Cost Auditors

As per Section 148 read with Companies (Audit and Auditors) Rule, 2014, Cost Audit is not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY ('CSR')

During the Financial Year 2025-26, the Company spent the amount required to be spent towards Corporate Social Responsibility ('CSR') activities in accordance with the provisions of Section 135 of the Companies Act, 2013.

The disclosures relating to CSR activities, as required under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in 'ANNEXURE - C' forming part of this Report.

The detailed CSR Policy has been uploaded on Company's website and can be accessed through the web-link

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism / Whistle Blower Policy to provide a mechanism for Directors and Employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud, or violation of the Company's Code of Conduct.

The Vigil Mechanism provides adequate safeguards against victimisation of persons who use the mechanism and ensures direct access to the Chairperson of the Audit Committee in appropriate cases. The Whistle Blower Policy is available on the Company's website and can be accessed at

RISK MANAGEMENT POLICY

The Company has in place a Risk Management Policy in accordance with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy provides a framework for identification, assessment, monitoring and mitigation of risks that may impact the achievement of the Company's business objectives.

The Board of Directors and the Senior Management periodically review the risk management framework and monitor its implementation to ensure effective risk mitigation and business continuity.

The Directors confirm that, during the Financial Year 2025-26, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India under Section 118(10) of the Companies Act, 2013.

DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

There is no revision of financial statement or the Report.

LISTING OF SHARES

The equity shares of the Company are listed on BSE Limited. The Company has paid the annual listing fees for the Financial Year 2025-26 to the Stock Exchange.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into during the Financial Year 2025-26 were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the Company did not enter into any transaction falling within the ambit of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable.

During the Financial Year 2025-26, the Company had availed unsecured interest-free loans from a Promoter and a member of the Promoter Group. Details of related party transactions are disclosed in the notes forming part of the financial statements.

The Board is of the view that the related party transactions entered into during the Financial Year 2025-26 were in the best interests of the Company and did not give rise to any conflict with the interests of the Company.

The Policy on Related Party Transactions is available on the Company's website at

Unsecured Loans from the Directors

The Company has accepted the aforesaid unsecured loans from the Directors after obtaining the requisite declarations pursuant to Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014.

READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014 PERTAINING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is set out in 'ANNEXURE - D' which forms an integral part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS

During the Financial Year 2025-26, no significant or material orders were passed by any Regulator, Court or Tribunal which may impact the going concern status of the Company and its future operations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established adequate internal control systems commensurate with the nature, size and complexity of its business operations. The internal control framework is 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 Company has a well-defined organizational structure with clearly established roles, responsibilities and reporting lines, supported by documented policies and standard operating procedures governing its key business processes.

The internal control systems are periodically reviewed and monitored to ensure their effectiveness and continual improvement. The Statutory Auditors of the Company have audited the Internal Financial Controls over Financial Reporting as of March 31, 2026 and have expressed an unmodified opinion on the adequacy and operating effectiveness of such controls.

TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, dividends remaining unclaimed for a period of seven consecutive years from the date of transfer to the Unpaid Dividend Account of the Company are required to be transferred to the Investor Education and Protection Fund ('IEPF').

During the Financial Year 2025-26, there were no amounts required to be transferred by the Company to the Investor Education and Protection Fund.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to the Directors Responsibilities Statement, it is hereby confirmed.

(a) In the preparation of the annual financial statement, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any:

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 year;

? 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;

? The directors have prepared the annual accounts on a going concern basis;

? 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 and

? The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to providing a safe, secure and conducive work environment and has zero tolerance for sexual harassment at the workplace. In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ('PoSH Act'), the Company has adopted a Policy on Prevention of Sexual Harassment and constituted an Internal Committee to redress complaints relating to sexual harassment.

The Policy applies to all employees of the Company, including permanent, contractual, temporary and trainee personnel.

The summary of complaints received and disposed of under the PoSH Act during the Financial Year ended March 31, 2026 is provided below:

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year 2025-26, no application was made and no proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016 as on March 31, 2026.

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

The disclosure required under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 relating to the difference between the amount of valuation done at the time of one-time settlement and the valuation done while availing loans from Banks or Financial Institutions is not applicable to the Company during the Financial Year 2025-26.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of corporate governance and believes that sound governance practices are essential for enhancing stakeholder value and sustaining long-term growth.

Pursuant to the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance, together with the certificate from the Practising Company Secretary regarding compliance with the conditions of Corporate Governance, forms part of this Annual Report as 'ANNEXURE E' .

The Company is committed to maintaining the highest standards of corporate governance and believes that sound governance practices are essential for enhancing stakeholder value and sustaining long-term growth.

Pursuant to the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance, together with the certificate from the Practising Company Secretary regarding compliance with the conditions of Corporate Governance, forms part of this Annual Report as 'ANNEXURE - E' .

CORPORATE POLICIES

Pursuant to the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted various policies and codes to ensure compliance with applicable laws and promote good corporate governance practices. These policies are reviewed periodically by the Board and updated, whenever necessary. The policies are available on the Company's website at

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Schedule V(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of this Annual Report and is enclosed as 'ANNEXURE - F' .

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement of furnishing a Business Responsibility and Sustainability Report is not applicable to the Company for the Financial Year 2025-26.

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961 and has extended all statutory benefits to eligible women employees in accordance with the applicable provisions of the Act.

GREEN INITIATIVES

In support of the Green Initiative undertaken by the Ministry of Corporate Affairs and to contribute towards environmental sustainability, electronic copies of the Notice of the Annual General Meeting and the Annual Report for the Financial Year 2025-26 are being sent to all Members whose e-mail addresses are registered with the Company or their respective Depository Participant(s).

APPRECIATION

Your directors place on record their sincere appreciation for the continued support and co-operation received from customers, promoters, shareholders, bankers, suppliers, auditors, regulatory authorities, various departments and agencies of the Central and State Governments, and other business associates.

valuable contributions of the employees at all levels, whose continued efforts have significantly contributed to the Company's performance and growth.

On behalf of the Board of Directors For RNIT AI SOLUTIONS LIMITED

Date: 03.07.2026

Place: Hyderabad

Sd/- Pramod Reddy Mallaiahgari

Chairman DIN: 02329517

Sd/- Raja Srinivas Nandigam Managing Director

DIN: 08430111