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:

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 bestperforming and critical talent, and rewarding tenured

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

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.

MATERIAL SUBSIDIARY

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

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, companysecretary@adityagroup.com.

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.

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

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.

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.

1 The details of complaints received and disposed of during

the FY 2025-26 are as follows:

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

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 202526, 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.