Directors Report of Ivalue Infosolutions Ltd.

Mar 31, 2026

Your Directors are pleased to present the 18^th (Eighteenth) Board’s Report on the business performance and operations of
iValue Infosolutions Limited (formerly known as iValue Infosolutions Private Limited) (“iValue” or “Company”) along with the
Audited Financial Statements for the financial year ended March 31,2026.

1. FINANCIAL HIGHLIGHTS:

Particulars	Standalone		Consolidated
	FY 2025-26 |	FY 2024-25	FY 2025-26 |	FY 2024-25
Gross Sales billed to the customers	2,74,690	2,34,155	2,91,395	2,43,938
Revenue from Operations	98,892	89,576	1,05,556	92,268
Other Income	1,970	1,981	1,942	1,967
Profit/ (Loss) Before Depreciation & Tax	13,614	11,883	14,246	12,035
Less: Depreciation	687	711	695	716
Profit before exceptional item and tax	12,927	11,172	13,552	11,319
Less: Exceptional Items	479	-	519	-
Profit after exceptional items	12,448	11,172	13,033	11,319
(Less)/Add: Provision for Taxation
Current Tax	3,363	2,776	3,418	2,821
Tax adjustments for earlier years (net)	(68)	20	(66)	20
Deferred tax expense/ (credit)	186	73	(157)	(52)
Profit After Tax	9,339	8,303	9,838	8,530
Other Comprehensive Income / (Loss)	31	(2)	111	(16)
Total Comprehensive Income for the Year	9,370	8,301	9,949	8,514

STANDALONE PERFORMANCE:

Your Directors are pleased to inform you that the Revenue from Operations for the financial year ended March 31,2026,
stood at '' 98,892 Lakhs, as against '' 89,576 Lakhs in FY 2024-25, registering an increase of approximately 10% over
the previous year. The Company reported a Profit After Tax of '' 9,339 Lakhs for the financial year ended March 31,2026,
as compared to '' 8,303 Lakhs in FY 2024-25, reflecting an increase of approximately 12% over the previous year.

CONSOLIDATED PERFORMANCE:

Your Directors are pleased to inform you that the Revenue from Operations for the financial year ended March 31,
2026, stood at '' 1,05,556 Lakhs, as against '' 92,268 Lakhs in the previous financial year, registering an increase of
approximately 14% over the previous year. The Company reported a Profit After Tax of '' 9,838 Lakhs for the financial
year ended March 31,2026, as compared to '' 8,530 Lakhs in FY 2024-25, reflecting an increase of approximately 15%
over the previous year.

2. STATE OF AFFAIRS OF THE COMPANY:

Your Company is an enterprise technology solutions specialist based out of India, offering comprehensive, purpose-built
solutions for securing and managing digital applications and data. Your Company primarily serves large enterprises in
their digital transformation by understanding their needs and working with System Integrators and Original Equipment
Manufacturers (OEMs) to identify, recommend and deploy solutions meeting requirements, aimed at ensuring
performance, availability, scalability and security of digital applications and data.

Positioned as a vital link in the technology solutions ecosystem, your Company enables OEMs (who research, develop
and produce technology solution goods and services) to reach their target customers (primarily comprising enterprises) by
partnering with System Integrators (who engage with such customers for solving their technology integration requirements).

To this end, we typically work with System Integrators
to understand enterprise customers’ business and
technical requirements, curate customized solutions
(including multi-OEM stacks, where solutions from
multiple OEMs interact with each other), and assist
in procurement and deployment of the required
technology solutions by partnering with OEMs, across
cybersecurity, information lifecycle management, data
centre infrastructure, application lifecycle management,
hybrid cloud solutions and other domains. These
domains that are critical for digital transformation,
often have multiple products and solutions to choose
from. At any given instance, enterprises use multiple
OEMs to support their information technology and
security infrastructure and applications. To choose
the right information technology solutions that are
interoperable across multiple OEMs, is critical for
an enterprise’s information technology environment.
This multi-OEM interoperability and service support
becomes a crucial decision point for enterprises.
With a large ecosystem of technology providers and
integrators, the technology partner selection process
becomes long and cumbersome. You Company helps
enterprise customers navigate the technology solutions
and associated services market, leveraging our own
experience in designing and deploying solutions for
enterprise customers in the past, and our technical
expertise in these domains supported by a skilled and
trained workforce.

Your Company also offer technical expertise and
a wide range of associated services to System
Integrators, enterprise customers, and OEMs. Services
to System Integrators and enterprise customers
mainly include multi-OEM professional and technical
services, implementation, and support, 24x7 managed

services covering IT infrastructure, cyber security, and
enterprise service management functions.

3. EARNINGS PER SHARE (EPS):

The Basic EPS of your Company stood at '' 17.17 at
standalone level and '' 18.06 at consolidated level for
the FY ended March 31,2026.

4. TRANSFER TO GENERAL RESERVES:

The Company has not transferred any amount to
reserves during the financial year 2025-26 under
review.

5. DIVIDEND:

Your Directors have not declared or recommended any
dividend for the financial year ended March 31,2026.

Pursuant to Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Company has formulated a
Dividend Distribution Policy. The policy is applicable in
terms of Regulation 43A of SEBI Listing Regulations
and is available on Company’s website.

6. PUBLIC DEPOSITS:

During the financial year under review, your Company
did not accept any deposits falling within the ambit of
Sections 73 and 74 of the Companies Act, 2013 read
with the Companies (Acceptance of Deposits) Rules,
2014. Accordingly, no amount of principal or interest on
such deposits was outstanding as on March 31,2026,
and the requirement to disclose details of deposits not
in compliance with Chapter V of the Companies Act,
2013 is not applicable.

7. SHARE CAPITAL:

(a) The share capital of the Company as at March 31,2026, is as follows:

Particulars	Amount In ''
Authorized Share Capital (6,00,00,000 Equity Shares of '' 2 each and 20,00,000 Preference Shares of '' 10 each)	'' 14,00,00,000
Issued, Subscribed and Paid-up Share Capital (5,46,30,380 Equity Shares of '' 2 each)	'' 10,92,60,760

(b) During the financial year under review, there was no change in the authorized share capital of the Company.

(c) During the financial year 2025-26, the Company allotted equity shares as detailed below:

(i) At its meeting held on August 22, 2025, the Board approved the conversion of 12,50,025 (Twelve Lakhs Fifty
Thousand Twenty-Five) Series A Compulsorily Convertible Preference Shares (CCPS) of face value '' 10 each
into 1,14,32,730 (One Crores Fourteen Lakhs Thirty-Two Thousand Seven Hundred Thirty) fully paid-up equity
shares of face value '' 2 each. These equity shares rank pari passu in all respects with the existing equity
shares of the Company.

(ii) Pursuant to the exercise of stock options by eligible employees under the iValue Employee Stock Option Plan 2024
(“iValue ESOP Scheme 2024”), the Company allotted 10,75,100 equity shares of face value '' 2 each on December
23, 2025, and 15,400 equity shares of face value '' 2 each on February 27, 2026. All such equity shares rank pari
passu in all respects with the existing equity shares of the Company.

(iii) Public issue, rights issue, preferential issue: No such shares were issued during the FY 2025-26.

(iv) There were no issue of equity shares with differential rights as to dividend, voting or otherwise during the FY 2025-26.

(v) There were no issue of sweat equity shares during the FY 2025-26.

(vi) No Bonus Shares were issued during the FY 2025-26.

(vii) No shares were bought back during the FY 2025-26.

8. CONSOLIDATED FINANCIAL STATEMENTS:

In compliance with the applicable provisions of the Companies Act, 2013 and applicable regulation of SEBI (LODR)
Regulations and in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting
Standards) Rules, 2015, the Company has prepared the consolidated financial statements of the Company.

The audited consolidated financial statements together with the Independent Auditor’s Report thereon form part of the
Annual Report.

9. CASH FLOW STATEMENT:

In compliance with the provisions of Section 134 of the Companies Act, 2013 the Cash flow statement for the Financial
Year ended March 31,2026, forms part of the Annual Report.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

In accordance with Section 129 (3) of the Companies Act, 2013 a statement containing salient features of the financial
statements of the subsidiary companies in Form AOC-1 is provided in Annexure I. The statement also provides details
of performance and financial position of each subsidiaries.

As on March 31,2026, your Company having below non-material subsidiaries:

Your Company does not have any associate or joint
venture company within the meaning of Section 2(6)
of the Act, during the year under review and Your
Company does not have any material subsidiary
during the year under review.

The Audited Consolidated Financial Statements of the
Company for the financial year ended March 31,2026,
consisting of operations of the above subsidiaries have
been attached with the Annual Report.

11. CORPORATE SOCIAL RESPONSIBILITY:

Your Company remains committed to its Corporate
Social Responsibility (“CSR”) initiatives and believes
in contributing meaningfully to society in proportion
to its business success. The CSR Committee has

formulated and recommended a CSR Policy, which
has been approved by the Board, outlining the
various CSR activities undertaken by the Company in
accordance with Schedule VII of the Companies Act,
2013.

The Company has identified all the CSR activities
permitted as per Schedule VII to the Act, which have
been specified in CSR policy of the Company. The total
expenditure required to be incurred by the Company
for the financial Year along with details as required
under Companies (Corporate Social Responsibility
Policy) Rules, 2014 have been provided.

The details relating to the composition of the CSR
Committee, CSR Policy, and CSR expenditure for
the financial year, as required under the Companies

Sr. No.	Name of Company	Type of Company	Date of Incorporation
1.	Asia iValue Pte Ltd	Wholly Owned Subsidiary	February 10, 2021
2.	iValue S L (Private) Limited	Wholly Owned Subsidiary	July 06, 2021
3.	iValue Infosolutions SEA Co. Limited	Wholly Owned Subsidiary	March 24, 2022
4.	Quantanxt Technologies Private Limited (Formerly ASPL Info Services Private Limited)	Subsidiary	July 10, 2014
5.	iValue MEA (FZE) (Formerly ASPL Info Service (FZE))	Step Subsidiary	December 17, 2007

(Corporate Social Responsibility Policy) Rules, 2014, are provided in Annexure II to this Report.

The CSR Policy of the Company is also available on the Company’s website at https://ivaluegroup.com/en-in/
investor-relations/.

12. BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

Your Company has a truly diverse Board that includes and makes effective use of diversity in the skills, regional and
industry experience, background, race, gender, ethnicity, and other distinctions among directors. This diversity is
considered in determining the optimum composition of the Board. All Board appointments are made on merit, in the
context of the skills, experience, independence and knowledge which the Board as a whole requires to be effective.

The Board of Directors of the Company comprised of the following Directors as on March 31,2026:

Sr. No.	Particulars	Director Identification Number (DIN)	Designation	Date of Appointment
1.	Sunilkumar Pillai	02226978	Managing Director	August 01,2008
2.	Krishna Raj Sharma	03091392	Director	December 14, 2017
3.	Kabir Kishin Thakur	08422362	Director	May 18, 2022
4.	Sumith Ramrao Kamath	05101088	Independent Director	August 22, 2024
5.	Kalpana Rangamani	10737740	Independent Director	August 27, 2024
6	Nagendra Venkaswamy	02404533	Independent Director	August 22 2024

The Board of the Company is duly constituted. None of the directors of the Company are disqualified under the provisions
of the Companies Act 2013.

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies
Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and
Regulation 25 of the SEBI (LODR) Listing Regulations 2015 (“SEBI Listing Regulations”).

The Certificate on Non- Disqualification of Directors pursuant to Regulation 34(3) and Schedule V Para C clause 10 (i)
of the SEBI Listing Regulations is part of the Annual Report.

KEY MANAGERIAL PERSONNEL (KMP):

Following are the KMP of the Company in accordance with the provisions of Section 2(51), and 203 of the Companies
Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as at March
31,2026:

Sr. No.	Particulars	Designation	Date of Appointment
1	Venkata Naga Swaroop Muvvala	Chief Financial Officer	July 15, 2024
2	Shrikant Manohar Shitole	Chief Executive Officer	July 15, 2024
3	Lakshmammanni	Company Secretary & Compliance Officer	November 30, 2019

Note: The Chief Financial Officer and Chief Executive Officer were originally appointed on Feb 01,2018 and 10th Jan
2022 respectively. Subsequently, on July 15, 2024, they were appointed as Key Managerial Personnel (KMP) under the
provisions of the Companies Act, 2013.

SENIOR MANAGEMENT PERSONNEL (SMP)

Following are the SMP of the Company in accordance with the provisions of the SEBI Listing Regulations (other than
those already designated as KMP in the paragraph above):

Sr. No.	Particulars	Designation	Date of Appointment
1	Srinivasan Sriram*	Chief Strategy Officer	August 22,2024
2	Subodh Anchan	Chief Business Officer	August 22,2024
3	Brijesh Shrivasta*	Head - Channel and Focused Accounts Group	August 22,2024
4	L Nagabushana Reddy	Chief Operating Officer	August 22,2024
5	Ravindra Kumar Sankhla	Chief Revenue Officer	August 22,2024

*Mr. Srinivasan Sriram and Mr. Brijesh Shrivastava resigned on March 17, 2026, and the Company relieved them on closing business
hours on April 10, 2026.

13. BOARD MEETINGS DURING THE FINANCIAL YEAR:

NUMBER OF BOARD MEETINGS:

During the Financial Year under review, the Board of Directors convened and held Twelve (12) meetings. The details of
the meetings, including the dates and the Board of Directors who attended, are provided below:

Sr. No.	Date of meeting	Total Number of directors as on the date of meeting	Attendance
			Number of directors Attended	% of attendance
1	July 15, 2025	6	5	83.33
2	August 18, 2025	6	6	100.00
3	August 22, 2025	6	4	66.67
4	September 10, 2025	6	5	83.33
5	September 13, 2025	6	6	100.00
6	September 13, 2025	6	5	83.33
7	September 17, 2025	6	4	66.67
8	September 22, 2025	6	6	100.00
9	September 23, 2025	6	5	83.33
10	October 16, 2025	6	6	100.00
11	November 11,2025	6	6	100.00
12	February 04, 2026	6	6	100.00

Attendance of Directors at Board Meetings During FY 2025-26:

Sl. No.	Date	Sunilkumar Pillai	Krishna Raj Sharma	Kabir Kishin Thakur	Nagendra Venkaswamy	Sumith Kamath	Kalpana Rangamani
1	July 15, 2025	¦/	¦/	¦/	¦/	¦/	X
2	August 18, 2025	¦/	¦/	¦/	¦/	¦/	¦/
3	August 22, 2025	¦/	¦/	¦/	X	¦/	X
4	September 10, 2025	¦/	¦/	¦/	X	¦/	¦/
5	September 13, 2025	¦/	¦/	¦/	¦/	¦/	¦/
6	September 13, 2025	¦/	¦/	¦/	¦/	X	¦/
7	September 17, 2025	¦/	¦/	X	¦/	¦/	X
8	September 22, 2025	¦/	¦/	¦/	¦/	¦/	¦/
9	September 23, 2025	¦/	¦/	¦/	¦/	¦/	X
10	October 16, 2025	¦/	¦/	¦/	¦/	¦/	¦/
11	November 11,2025	¦/	¦/	¦/	¦/	¦/	¦/
12	February 04, 2026	¦/	¦/	¦/	¦/	¦/	¦/

14. COMMITTEES OF THE BOARD:

The Company has constituted the Audit Committee, Stakeholders’ Relationship Committee, Nomination & Remuneration
Committee, Corporate Social Responsibility (CSR) and Risk Management Committee in compliance with the Companies
Act 2013 and SEBI (LODR) Regulations 2015. During the Financial Year under review, the Board of Directors have
accepted all the recommendations of the above Committee.

The details of composition, terms of reference, number of meetings held during the year, attendance there at and other
details pertaining to these committees are part of the Corporate Governance Report.

During the Financial Year the Company has conducted 6 (Six) Audit Committee, 1 (One) CSR Committee Meeting, 1
(One) Nomination and Remuneration Committee Meeting, 1(One) Stakeholder Relationship Committee Meeting, 1(One)
Risk Management Committee Meeting.

During the financial year, the Audit Committee met 6 (Six) times. The details of the meetings, including the dates
and the members who attended, are provided below:

Sr. No.	Date of meeting	Total Number of members as on the date of meeting	Attendance
			Number of members Attended	% of attendance
1	July 15, 2025	3	3	100.00
2	August 18, 2025	3	3	100.00
3	September 13, 2025	3	3	100.00
4	October 16, 2025	3	3	100.00
5	November 11,2025	3	3	100.00
6	February 04, 2026	3	3	100.00

Attendance of Directors at Audit Committee Meeting During FY 2025-26:

Sr. No.	Date of Meeting of the Audit Committee	Sumith Kamath	Nagendra Venkaswamy	Kabir Kishin Thakur
1	July 15, 2025	¦/	¦/	¦/
2	August 18, 2025	¦/	¦/	¦/
3	September 13, 2025	¦/	¦/	¦/
4	October 16, 2025	¦/	¦/	¦/
5	November 11,2025	¦/	¦/	¦/
6	February 04, 2026	¦/	¦/	¦/

(b) Number of Corporate Social Responsibility Meeting:

During the financial year, the Corporate Social Responsibility Committee Meeting met One (1) time. The details of
the meetings, including the dates and the members who attended, are provided below:

Sr.	Date of meeting	Total Number of members	Attendance
No.		as on the date of meeting	Number of members Attended	% of attendance
1	February 04, 2026	3	3	100.00

Attendance of Directors at Corporate Social Responsibility Meeting During FY 2025-26:

Sr.	Date of Meeting of the Corporate Social	Kalpana	Sunilkumar Pillai	Krishna Raj
No.	Responsibility	Rangamani		Sharma
1	February 04, 2026	¦/	¦/	¦/

(c) Number of Stakeholder Relationship Committee Meeting:

During the financial year, the Stakeholder Relationship Committee Meeting met One (1) time. The details of the
meetings, including the dates and the members who attended, are provided below:

Sr.	Date of meeting	Total Number of members	Attendance
No.		as on the date of meeting	Number of members Attended	% of attendance
1	February 04, 2026	3	3	100.00

Attendance of Directors at Audit Committee Meeting During FY 2025-26:

Sr.	Date of Meeting of the Stakeholder Relationship	Kabir Kishin	Sunilkumar	Sumith
No.	Committee	Thakur	Pillai	Kamath
1	February 04, 2026	¦/	¦/	¦/

During the financial year, the Risk Management Committee Meeting met One (1) time. The details of the meetings,
including the dates and the members who attended, are provided below:

Sr.	Date of meeting	Total Number of members	Attendance
No.		as on the date of meeting	Number of members Attended	% of attendance
1	March 12, 2026	5	5	100.00

Attendance of Directors at Risk Management Committee During FY 2025-26:

Sr.	Date of Meeting of the Risk	Nagendra	Sunilkumar	Kabir Kishin	Krishna Raj	Shrikanth
No.	Management Committee	Venkaswamy	Pillai	Thakur	Sharma	Shitole
1	March 12, 2026	¦/	¦/	¦/	¦/	¦/

(e) Number of Nomination and Remuneration Committee Meeting:

During the financial year, the Nomination and Remuneration Committee Meeting met One (1) time. The details of
the meetings, including the dates and the members who attended, are provided below:

Sr.	Date of meeting	Total Number of members as	Attendance
No.		on the date of meeting	Number of members Attended	% of attendance
1	February 04, 2026	3	3	100.00

Attendance of Directors at Nomination and Remuneration Committee During FY 2025-26:

Sr.	Date of Meeting of the Nomination and	Nagendra	Kabir Kishin	Kalpana
No.	Remuneration Committee	Venkaswamy	Thakur	Rangamani
1	February 04, 2026	¦/	¦/	¦/

15. DECLARATION OF INDEPENDENT DIRECTORS:

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received necessary declarations from all
Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the
Act.

The Board is of the opinion that the Independent Directors of the Company possess integrity, expertise, and experience,
including proficiency required for their roles as Independent Directors.

All the Independent Directors of your Company have been registered and are members of Independent Directors
Databank maintained by the Indian Institute of Corporate Affairs (IICA).

16. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Details of Familiarization program for the Independent Directors are provided separately in the Corporate Governance
Report which forms part of the Annual Report. Further, at the time of the appointment of an Independent Director, the
Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. The format of
the letter of appointment is available on the Company’s website at https://ivaluegroup.com/en-in/investor-relations/.

Pecuniary Relationship of Non-Executive Directors: During the financial year under review, the Non-Executive
Directors of the Company had no pecuniary relationship or transactions with the Company, other than being in receipt of
sitting fees as applicable for the purpose of attending meetings of the Board/Committees of Board of the Company.

17. BOARD EVALUATION AND ASSESSMENT:

In accordance with the applicable provisions of Companies Act, 2013, SEBI Listing Regulations and Guidance Note
on Board Evaluation issued by SEBI, the Board has carried out the annual evaluation of its own performance, the
performance of individual Directors, and the functioning of its Committees. The evaluation framework covered key areas
such as:

1) Attendance and active participation in Board and Committee meetings

2) Quality and depth of contributions to Board discussions

3) Strategic insights and inputs towards the

Company’s growth and performance

4) Constructive feedback and perspectives beyond
the information provided by management

5) Commitment to safeguarding the interests of
shareholders and other stakeholders.

The Directors expressed satisfaction with the
evaluation process and its outcomes.

18. REMUNERATION POLICY

Your Company has a Remuneration Policy of the
Directors, Key Managerial Personnel (KMPs) and other
Employees. This policy is available on the website of
the Company and can be accessed in the Corporate
Governance section at the weblink https://ivaluegroup.
com/en-in/wp-content/uploads/sites/2/2024/09/
Remuneration-Policy-of-Directors-KMPs-and-other-
Employees.pdf.

There has been no change in the policy since the
last financial year. It is affirmed that the remuneration
paid to the Directors is as per the terms laid out in the
remuneration policy of the Company.

19. AUDIT AND AUDITORS:

(a) STATUTORY AUDITORS:

Price Waterhouse & Co Chartered Accountants
LLP, Chartered Accountants (Firm Registration
No: 304026E/E-300009), have been appointed as
Statutory Auditor of the Company on September
30, 2022 for the term of five (5) years, to hold
office from the conclusion of 14^th Annual General
Meeting till the conclusion of the 19^th AGM to be
held in the year 2027.

The Statutory Auditors have confirmed that they
are not disqualified to act as Auditors and are
eligible to hold office as Statutory Auditors of the
Company for the financial year 2026-27.

There are no qualifications, reservations or
adverse remarks or disclaimers made by the
Statutory Auditors of the Company, in their Audit
report for the financial year ending March 31,
2026 and therefore no comments are required
from the Directors in this Report.

During the financial year under review, the
Statutory Auditors of the Company have not
reported any instances of fraud committed
against the Company under the second proviso
of Section 143(12) of the Act.

(b) SECRETARIAL AUDITOR:

Pursuant to the Section 204(1) of the Companies
Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the Board of Directors
had appointed Bindu Madhava K G (Membership
Number: 50748 and CP Number: 18800), Praticing
Company Secretary, as Secretarial Auditors of
the Company for conducting the Secretarial Audit
for the Financial Year 2025-26.

The Secretarial Audit Report for the Financial
Year 2025-26 does not contain any qualifications,
reservations, adverse remarks or disclaimers
and therefore no comments are required from
the Directors in this Report. The Secretarial Audit
Report is annexed as Annexure III.

The Annual Secretarial Compliance Report for the
FY 2025-26 for all applicable compliances as per
the SEBI Regulations and Circulars/Guidelines
issued thereunder has been duly obtained by the
Company.

The Annual Secretarial Compliance Report
issued by Mr. Bindu Madhava K G (Membership
Number: 50748 and CP Number: 18800), Praticing
Company Secretary, has been submitted to the
Stock Exchanges within 60 days of the end of the
Financial Year. The report is part of the Annual
Report.

(c) INTERNAL AUDITOR:

The Board has reappointed S G S K & Company,
Chartered Accountants (FRN: 024539S) as
Internal Auditors of the Company. The Internal
auditor will support the management in performing
internal audits of select areas as approved by the
Audit Committee of the Board and based on the
engagement letter signed with the Company.

20. FRAUD REPORTING:

There is no details required to be furnished in respect
of frauds reported by auditors under sub-section (12)
of section 143 other than those which are reportable to
the Central Government.

21. MAINTENANCE OF COST RECORDS AND
COST AUDIT:

Maintenance of Cost Records and requirement of
Cost Audit as prescribed under Section 148 (1) of the
Companies Act, 2013 is not applicable to our Company.

22. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy and
established a Vigil Mechanism in accordance with the
provisions of Section 177 of the Companies Act, 2013
and Regulation 22 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The Policy enables directors, employees and other
stakeholders to report genuine concerns regarding
unethical behavior, actual or suspected fraud, or
violation of the Company’s Code of Conduct, and
provides adequate safeguards against victimization of
persons availing of the mechanism.

The Company is committed to maintaining the highest
standards of ethical, moral and legal conduct and
encourages all stakeholders to report concerns in
good faith without fear of retaliation or unfair treatment.
It is affirmed that no person has been denied access to
the Chairman of the Audit Committee.

The Whistle Blower Policy is available on the
Company’s website at: https://ivaluegroup.com/en-in/
wp-content/uploads/sites/2/2024/09/Vigil-Policy-and-
Whistle-Blower-Mechanism.pdf.

During the financial year under review, the Company
did not receive any complaints under the Whistle
Blower Policy.

23. EMPLOYEE STOCK OPTION SCHEME:

The Company has formulated the iValue Employee
Stock Option Plan, 2024 (“iValue ESOP Scheme
2024”), which has been framed in accordance with and
is in compliance with the provisions of the Securities
and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (“SEBI
(SBEB & SE) Regulations”).

Pursuant to Regulation 14 of the SEBI (SBEB & SE)
Regulations, the disclosures relating to the iValue ESOP
Scheme 2024 are available on the Company’s website
at https://ivaluegroup.com/en-in/investor-relations/.

The certificate issued by the Secretarial Auditor, Mr.
Bindu Madhava K. G., Company Secretary in Practice,
confirming that the iValue ESOP Scheme 2024 has

been implemented in accordance with the SEBI (SBEB
& SE) Regulations, will be available for inspection by
the Members at the ensuing Annual General Meeting
(“AGM”).

The iValue ESOP Scheme 2024 was duly approved
by the Members by way of a Special Resolution
passed on June 12, 2024. Subsequent to the listing
of the equity shares of the Company, the Company
received in-principle approvals from the National Stock
Exchange of India Limited (NSE) and BSE Limited
(BSE) on December 18, 2025, for the listing of up to
19,73,580 equity shares of face value '' 2 each, to be
allotted to eligible employees under the iValue ESOP
Scheme 2024.

During the financial year under review, the Company
has allotted 10,90,500 shares to eligible employees
under the iValue ESOP Scheme 2024. During the year,
no equity shares were granted under the iValue ESOP
Scheme 2024.

There were no material changes to the iValue ESOP
Scheme 2024 during the financial year under review,
and the iValue ESOP Scheme 2024 continues to be in
compliance with the provisions of the SEBI (SBEB &
SE) Regulations.

24. CONSERVATION OF ENERGY, RESEARCH
AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

Conservation of Energy: The operations of the
Company are not energy intensive. However, adequate
measures for conservation have been taken to reduce
energy consumption.

The Company has not absorbed any technology or
invested in research and development.

During the Financial Year, Company’s Earnings and Expenditure in Foreign Currency: Details of Foreign Exchange
Earnings and Outgo are as follows:

Particulars	Year ended March 31,2026	Year ended March 31, 2025
	(Amount in '')	(Amount in '')
Foreign Exchange Inflow	2,43,93,65,456	2,00,17,67,724
Foreign Exchange Outflow	14,37,73,69,291	12,30,36,65,150

25. MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to the provisions of Regulation 34 read with Schedule V of the SEBI Listing Regulations, a report on Management
Discussion & Analysis is enclosed as part of the Annual Report.

26. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of
the Companies Act, 2013, the Board of Directors, to
the best of their knowledge and ability, confirm that:

a. In the preparation of the annual accounts for
the financial year ended March 31, 2026, the
applicable accounting standards have been
followed and there are no material departures.

b. They have selected such accounting policies and
applied them consistently, and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company at the end of the financial year
and of the profit of the Company for that period.

c. They have taken proper and sufficient care
towards the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities.

d. They have prepared the annual accounts on a
going concern basis.

e. They have laid down internal financial controls,
which are adequate and are operating effectively.

f. They have devised proper systems to ensure
compliance with the provisions of all applicable
laws, and such systems are adequate and
operating effectively.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

During the Financial Year 2025-26, the Company has provided loan, made investment and gurantees as follows:

Sr. No.	Name of Company	Particulars	Amount in Rupees
1	Quantanxt Technologies Private Limited (Formerly ASPL Info Services Private Limited)	Investment (Further acquisition)	25,42,094

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All Related Party Transactions that were entered into during the Financial Year were on arm’s length basis, in the
ordinary course of business and were in compliance with the applicable provisions of the Act.

There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company
at large.

All Related Party Transactions in Form AOC-2 enclosed as Annexure IV.

29. ANNUAL RETURN:

In accordance with the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration)
Rules, 2014, a copy of the annual return in the prescribed form as on March 31, 2026 is available on the Company’s
website at https://ivaluegroup.com/en-in/investor-relations/.

30. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are annexed as Annexure V.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and
(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Board’s
Report. Further, in terms of Section 136 of the Act, the Annual Report and the Audited Financial Statements are being
sent to the Members and others entitled thereto, excluding the aforesaid statement. The said statement is available
for inspection electronically by the Members of the Company during business hours on working days up to the date
of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company
Secretary at [email protected].

31. DETAILS OF MATERIAL SUBSIDIARIES:

The information as required to be provided under Schedule V Para C clause 10 (n) of the SEBI Listing Regulations forms
part of the report on Corporate Governance enclosed to the Annual Report. However, there are no material subsidiaries
of the Company.

32. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the
Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy. The Company did not receive any complaints during the
financial year 2025-26.

The Company’s goal has always been to create an open and safe workplace for every employee to feel empowered,
irrespective of gender, sexual preferences, and other factors, and contribute to the best of their abilities. In line to make
the workplace a safe environment, the Company has set up a policy on prevention of sexual harassment in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(“POSH Act”). Further, the Company has complied with the provisions under the POSH Act relating to the framing of an
anti-sexual harassment policy and the constitution of an Internal Committee.

The Company has not received any complaints of workplace complaints, including complaints on sexual harassment
during the year under review. The following is a summary of complaints received and resolved during the reporting
period:

Sr. No.	Name of Complaints	Received	Disposed Off	Pending
1	Sexual Harassment	-	-	-
2	Workplace Discrimination	-	-	-
3	Child Labor	-	-	-
4	Forced Labor	-	-	-
5	Wages and Salary	-	-	-
6	Other HR Issues			-

33. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:

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

The Company is in compliance with the provisions related to Maternity Benefit Act, 1961 during financial year ended
March 31,2026 and there are no complaints received during the financial year 2025-26.

The Summary of the Complaints received during the year:

SI. No	Particulars	Status
1	Number of complaints of sexual harassment received during the year	-
2	Number of Complaints disposed off during the year	-
3	Number of cases pending for more than Ninety days	-

Since no complaints were received during the financial year 2025-26, the number of complaints pending for more than
90 days is not applicable.

34. RISK MANAGEMENT:

Pursuant to section 134(3)(n) of the Companies Act, 2013 the Company has framed Risk Management Policy which
lays down the framework to define, assess, monitor, and mitigate the business, operational, financial, and other risks
associated with the business of the Company. The Company has been addressing risks impacting the Company in the
Management Discussion and Analysis Report which forms part of the Annual Report.

During the Financial Year the Company has not identified any element of risk which may threaten the existence of the
Company. The complete Risk and Management Policy is available on the Company’s website at https://ivaluegroup.com/
en-in/wp-content/uploads/sites/2/2024/09/Risk-Management-Policy.pdf.

35. CYBER SECURITY INCIDENTS OR BREACHES
OR LOSS OF DATA OR DOCUMENTS

There were no cyber security incidents during the FY
2025-26.

36. DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE,
2016:

There were no proceedings pending under the
Insolvency and Bankruptcy Code, 2016 and there is
no instance of onetime settlement with any Bank or
Financial Institution, during the year under review.

37. MATERIAL CHANGES AND COMMITMENTS
DURING THE FINANCIAL YEAR:

During the financial year under review, the equity shares
of the Company were successfully listed on BSE Limited
(“BSE”) and the National Stock Exchange of India
Limited (“NSE”) on September 25, 2025. Trading in the
Company’s equity shares commenced on both the Stock
Exchanges with effect from September 25, 2025.

The listing of the Company’s equity shares on
BSE and NSE marks a significant milestone in the
Company’s journey, enhancing its visibility, providing
greater liquidity to shareholders, broadening investor
participation, and facilitating access to the capital
markets.

38. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION
BETWEEN THE END OF THE FINANCIAL
YEAR AND THE DATE OF THE REPORT:

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

39. COMPANY’S POLICY RELATING TO
DIRECTORS’ APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR
DUTIES:

The Company firmly believes that fostering a diverse
and inclusive culture is essential to its long-term
success. A well-diversified Board brings together
varied skills, qualifications, professional experiences,
and perspectives, thereby enhancing the quality of
decision-making and supporting sustainable and
balanced growth.

In line with this philosophy, the Board of Directors,
upon the recommendation of the Nomination and
Remuneration Committee, has adopted a policy

governing the appointment and remuneration of
Directors, Key Managerial Personnel (KMP), and
Senior Management Personnel. This policy outlines
the criteria for appointment, including qualifications,
positive attributes, independence, and remuneration
framework for the aforesaid roles.

The key features of the policy are provided as part
of this Report. The Nomination and Remuneration
Policy is available on the Company’s website at www.
ivaluegroup.com.

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

No significant and material order passed by any
regulators or courts or tribunals impacting the going
concern status and company’s operations in future.

41. ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO
FINANCIAL STATEMENTS:

The Company has an adequate internal control
system commensurate with its size and nature of its
business. Management has overall responsibility for
the Company’s internal control system to safeguard
the assets and to ensure reliability of financial records.
The Company has a detailed budgetary control system
and the actual performance is reviewed periodically
and decisions taken accordingly.

The adequacy and effectiveness of these systems is
continuously examined by Internal Auditor. Internal
audit program covers all areas of activities and
periodical reports are submitted to the Management.
Board reviews all financial statements and ensures
adequacy of internal control systems. The Company
has a well-defined organization structure, authority
matrix and internal rules and guidelines for conducting
business transactions.

42. DISCLOSURE OF COMPOSITION OF AUDIT
COMMITTEE:

Pursuant to Section 177(8) of the Companies Act
2013 and Regulation 18 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company has constituted an Audit Committee. The
particulars of the Composition of the Audit Committee,
meetings held during the financial year, and other
particulars have been detailed in Point No. 17 of this
Report.

The Audit Committee generally makes certain
recommendations to the Board of Directors of the

Company during their meetings held, to consider
any financial results (Unaudited and Audited) and
such other matters as were placed before the
Audit Committee as per the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 from time to time.
For the Financial Year 2025-26, the Board of directors
has considered all the recommendations made by the
Audit Committee and has accepted and carried on the
recommendations suggested by the Committee to its
satisfaction. Hence there are no recommendations
unaccepted by the Board of Directors of the Company
during the Financial Year under review.

43. CHANGE IN NATURE OF BUSINESS [SECTION
134(3)(Q) READ WITH RULE 8 (5)(II) OF THE
COMPANIES (ACCOUNTS) RULES, 2014:

There is no change in the nature of business during the
financial year 2025-26.

44. STATEMENT OF INVESTOR EDUCATION
AND PROTECTION FUND:

The Company did not have any funds lying unpaid or
unclaimed for a period of 7 years. Therefore, there
were no funds which were required to be transferred to
the Investor Education and Protection Fund.

45. SECRETARIAL STANDARDS:

The Company has complied with requirements
prescribed under Secretarial Standards issued by the
Institute of Company Secretaries of India (“ICSI”) on the
meetings of board of directors and general meetings
read with applicable circulars and notifications issued
by MCA.

46. AUDIT TRAIL APPLICABILITY (AUDIT AND
AUDITORS) RULES 2014 - RULE 11 OF THE
COMPANIES ACT 2013:

The Company has used accounting software for
maintaining its books of account for the financial
year ended March 31, 2026, which has a feature
for recording the audit trail (edit log) facility, and the
same has operated throughout the year for all relevant
transactions recorded in the software, except at the
application layer, where the audit trail (edit log) is not
maintained in respect of modifications made by certain
users having specific access , and with respect to the
database operated by a third-party service provider, in
the absence of any information pertaining to the audit
trail in the independent service auditor’s report.

Further, the Company has used another accounting
software, which is operated by a third-party service
provider for maintaining certain books of account.

In the absence of the independent service auditor’s
report, the operation of the audit trail (edit log) facility
in such software could not be verified.

Further, the audit trail, to the extent maintained in the
prior year, has been preserved by the Company as per
the statutory requirements for record retention

47. OBTAINING ISIN BY NON-SMALL
COMPANIES - COMPANIES (PROSPECTUS
AND ALLOTMENT OF SECURITIES)
SECOND AMENDMENT RULES, 2023 OF THE
COMPANIES ACT 2013:

In accordance with the recent amendments introduced
under the Companies (Prospectus and Allotment
of Securities) Second Amendment Rules, 2023,
which mandate non-small companies to obtain an
International Securities Identification Number (ISIN) for
their securities to enhance transparency and facilitate
efficient trading, the Company has taken necessary
steps to ensure compliance.

The following ISINs have been assigned to the
Company’s securities:

Class of Shares	ISIN
Equity Shares	INE056801025

48. FOREIGN BRANCH OFFICE:

The Company has foreign Branch offices in Singapore,
Bangladesh and Kenya. The branch officer was
fully operational during the year with satisfactory
performance.

49. INSIDER TRADING REGULATIONS AND
CODE OF DISCLOSURE:

The Board of Directors has adopted the Code of
Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information and Code
of Internal Procedures and Conduct for Regulating,
Monitoring and Reporting of Trading by Insiders
in accordance with the requirements of the SEBI
(Prohibition of Insider Trading) Regulation, 2015 and
is available on our website at https://ivaluegroup.com/
en-in/investor-relations/.

50. LISTING OF THE SHARES AND LISTING
FEES:

The Company’s shares are listed on BSE Limited and
the National Stock Exchange of India Limited.

In terms of Regulation 14 of the SEBI Listing
Regulations, initial listing fees of initial public offer and
listing fees of for the FY 2025-26 has been paid to BSE
Limited (BSE) and National Stock Exchange of India
Limited (NSE).

51. CREDIT RATING

During the year, ICRA Limited, a credit rating agency,
assigned its ratings to the Company’s bank facilities.
The details are as follows:

Type of Instruments	Ratings
Long term-Fund based-Cash Credit	A
Short term-Interchangeable-Others	A2

52. CORPORATE GOVERNANCE REPORT:

The Company will continue to uphold the true
spirit of Corporate Governance and implement the
best governance practices. A report on Corporate
Governance pursuant to the provisions of Corporate
Governance Code stipulated under the SEBI Listing
Regulations forms part of the Annual Report.

The Company has complied with the requirements
specified in Regulations 17 to 27 and Clauses (b) to
(i) of sub-regulation (2) of Regulation 46 of the SEBI
Listing Regulations.

The Company has obtained a certificate from
Mr. Bindu Madhava K G (Membership Number:
50748 and CP Number: 18800), Practicing Company
Secretary on compliance with Corporate Governance
norms under the SEBI Listing Regulations and the Chief
Executive Officer (CEO) and Chief Financial Officer
(CFO) certification as required under the Regulation
17(8) of SEBI Listing Regulations is appended to
the Corporate Governance Report. The Corporate
Governance Report with certificates thereon forms
part of the Annual Report.

53. 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

There was no such transaction during the review
period FY 2025-26

54. WEB ADDRESS:

The web address of the Company is www.ivaluegroup.
com

55. ACKNOWLEDGEMENT:

The Board of Directors expresses its sincere gratitude
to the Company’s customers, vendors, bankers and
government authorities for their continued support and
cooperation extended to the Company during the year.
The Board also gratefully acknowledges the continued
trust, confidence and support of the shareholders.

The Directors place on record their sincere appreciation
for the dedication, commitment and valuable
contributions made by the employees at all levels.
The Company’s consistent growth and achievements
during the year have been made possible by their hard
work, cooperation and unwavering support.

For and on behalf of the Board of Directors of
iValue Infosolutions Limited

Sunilkumar Pillai Krishna Raj Sharma

Managing Director & Chairman Director

DIN: 02226978 DIN: 03091392

Place: Bangalore
Date: July 14, 2026