Your Directors have immense pleasure in presenting the 33^rd (Thirty-Third) Annual Report on the performance of the
Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended
March 31, 2026.

FINANCIAL HIGHLIGHTS

The Company's financial performance (Standalone and Consolidated) for FY 2025-26 is summarized below:

The above figures are extracted from the Standalone
and Consolidated Financial Statements prepared
in accordance with accounting principles generally
accepted in India as specified under Sections 129 and
133 of the Companies Act, 2013 ("the Act") read with the
Companies (Accounts) Rules, 2014, as amended and
other relevant provisions of the Act and guidelines issued
by the Securities and Exchange Board of India.

The Financial Statements as stated above are available
on the Company's website athttps://seshaasai.com/
investor/#financial-results

DIVIDEND AND RECORD RATE

Based on the Company's performance and keeping
in mind the shareholders' interest, the Directors
recommend a dividend of H 2.50 per equity share of H 10
each for the year 2025-26 (FY 2024-25: H 1.15 per equity
share). The dividend would result in a cash outflow of
around H 404.51 million.

In accordance with the provisions of Regulation 43A of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the "Listing Regulations"), the
Board of Directors of the Company have adopted a

Dividend Distribution Policy. The same is available on
the Company's website athttps://seshaasai.com/
investor/#financial-results.

The dividend on equity shares is subject to the
Shareholders' approval at the 33^rd Annual General
Meeting (AGM) scheduled to be held on Wednesday,
September 16, 2026. The Record Date for the purpose
of payment of the final dividend for the financial year
ended March 31, 2026, is Tuesday, August 18, 2026.

As you may be aware, in terms of the provisions of the
Income Tax Act, 2025 (as amended by Finance Act,
2026) ('the IT Act, 2025' or 'the Act') and the Rules framed
thereunder, dividend declared and paid by the Company
shall be taxable in the hands of the Shareholders.
Accordingly, the Company shall therefore be required
to deduct tax at source at the time of payment of dividend.

RESERVES

During the year under review, the Company has
transferred amount of H 10 (ten) million to the General
Reserve before declaring dividend. For more details on
Reserves, please refer to Note No. 17 of the accompanying
Standalone Financial Statement.

SHARE CAPITAL
Pre-IPO

The Board of Directors and Members at their meetings
held on December 17, 2024 and December 18, 2024
respectively have approved the proposal to undertake
an Initial Public Offer of equity shares bearing face value
of H10 each. The company had filed Draft Red Herring
Prospectus (DRHP) on December 27, 2024.

During the year, the company filed final DRHP and Red
Herring Prospectus (RHP) with the Securities and Exchange
Board of India (SEBI). Subsequently, filed Prospectus with
Registrar of Company, Mumbai, Maharashtra in the
month of September 2025.

The Company had raised from Pre-IPO placement,
an amount aggregating to H 1199.97 million and issued

28.36.800 equity shares of face value of H 10 each at an
issue price of H 423 per share (including share premium
of H 413 per share), fully comprising fresh issue of

28.36.800 equity shares.

Initial Public Offer (IPO)

During the year under review, in compliance with the
provisions of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018, ("SEBI ICDR
Regulations") the Listing Regulations and the Act and
Rules made thereunder, the Company successfully
raised / completed the process of Initial Public Offer (IPO)
of 1,92,26,541 equity shares of face value H 10 each at an
issue price of H 423 per share (including premium of H 413
per share) comprising of fresh issue of 1,13,52,526 equity
shares aggregating to H 4800.03 million (including 52219
equity shares of H10 each at a premium of H373 per share
i.e. with an employee discount of H 40 per share) and offer
for sale of 78,74,015 equity shares by selling shareholders
aggregating to H 3330.71 million totaling to H 8130.74
million. Funds raised through fresh issue of Equity Shares
are / being utilized for the purpose for which they have
been raised and the reports of the monitoring agency
are available on the website of the Company athttps://
seshaasai.com/investor/#disclosure-under-regulation-
46-of-sebi-lodr-2015-statements-of-deviation-s-or-
variation-s-under-regulation-32.

Pursuant to the IPO, the equity shares of the Company were
listed on BSE Limited (BSE) - Scrip code: 544533 and The
National Stock Exchange of India Limited (NSE) -Symbol:
STYL on September 30, 2025 consequently the CIN of the
Company was changed to L21017MH1993PLC074023.

During the FY 2025-2026, the paid up equity share capital
of the company has increased from H 1476.17 million
consisting of 14,76,16,500 fully paid up equity shares of
H 10 each to H1618.06 million consisting of 16,18,05,826 fully
paid up equity shares of H 10 each.

During the year under review, the Company has
neither issued shares with differential voting rights nor
sweat equity shares.

PERFORMANCE REVIEW (STANDALONE)

During FY 2025-26, the Company achieved Revenue from
Operations of H 14,405.58 million as against H 14,622.08
million in FY 2024-25. In addition, the Other Income of
H 144.56 million during FY 2025-26 as against H 101.37
million in FY 2024-25.

The Profit Before Finance Cost, Depreciation and
Exceptional Items for the year amounted to H3,978.68
million. The Company's Operational Profit Before Tax was
H 3,329.77 million in FY 2025-26 as compared to H 2,947.73
million in FY 2024-25. The Company recorded Profit Before
Tax of H 3,329.77 million in FY 2025-26 as compared to
H 2,947.73 million in FY 2024-25. Profit After Tax (PAT)
during FY 2025-26 was H 2,437.35 million as against
H 2,222.10 million in the previous year.

PERFORMANCE REVIEW (CONSOLIDATED)

During FY 2025-26, the Company achieved Revenue
from Operations of H 14,411.35 million as against H 14,631.51
million in FY 2024-25. In addition, the Other Income of
H145.78 million during FY 2025-26 as against H104.66
million in FY 2024-25.

The Profit Before Finance Cost, Depreciation and
Exceptional Items for the year amounted to H 3,940.89
million. The Company's Operational Profit Before Tax was
H 3,289.95 million in FY 2025-26 as compared to H 2,949.11
million in FY 2024-25. The Company recorded a Profit
Before Tax of H 3,287.44 million in 2025-26 as compared
to H 2,949.11 million in FY 2024-25. Profit After Tax (PAT)
during 2025-26 was H 2,400.10 million as against H 2,223.20
million in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report
for the year under review, as stipulated under
the Listing Regulations, forms part of this Annual
Report as Annexure A.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining the highest
standards of Corporate Governance and adhering to the
Corporate Governance requirements and transparency
in all its dealings and places high emphasis on
business ethics.

As per Regulation 34 read with Schedule V to the Listing
Regulations, a separate report on Corporate Governance,
together with a certificate from Ms. Pauravi Kairav Trivedi,
Practising Company Secretary, Secretarial Auditor of the
Company, regarding compliance with the conditions of
Corporate Governance as stipulated under the Listing
Regulations, forms part of this Annual Report.

SESHAASAI ESOP SCHEMES

The Board of Directors and Shareholders at their respective
meetings held on December 09, 2024 have approved
implementation of the 'Seshaasai Technologies Limited
Employee Stock Ownership Option Plan - 2024' ("The
Seshaasai ESOP-2024") to create, grant, offer, issue and
allot employee stock options (hereinafter referred to as
"ESOPs" or "Options") not exceeding 2% of paid up capital
having face value of H 10 each to eligible employees,
from time to time, by the Company by way of fresh issue
of shares directly to the employees as defined in the
Scheme, at such price or prices or such formula as may be
decided by the Board in compliance with the Companies
Act, SEBI (SBEB and Sweat Equity) Regulation. The Scheme
document is in compliance with the Companies Act,
2013 and Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021 ("SBEB Regulations"). No options have been granted
by the Company under The Seshaasai ESOP-2024. The
details in respect of ESOP 2024, are available on the
Company's website athttps://seshaasai.com/media-
news/documents/2026/04/Seshaasai-Employees-
Stock-Option-Plan-2024 Compressed.pdf

SUBSIDIARY COMPANIES AND THEIR PERFORMANCE

Rite Infotech Private Limited ("RIPL"), a wholly owned
subsidiary of the Company, engaged in the business of
Software Design, Development and Support and also in
Management and IT Consultancy. During the year ended
March 31, 2026, RIPL incurred a profit of H 5.17 million, as
compared to a profit of H 1.08 million during the previous
year ended March 31, 2025.

Atoll Solutions Private Limited ("ATPL"), a subsidiary of
the Company. ATPL is engaged, inter alia, in the business
of development, implementation and maintenance of
products relating to hardware and software. During the
year ended March 31, 2026, ATPL incurred a loss of H 15.20
million, as compared to a loss of H 6.96 million during the
previous year ended March 31, 2025.

The Company does not have any associate/Joint
venture companies.

The Company has formulated a Policy for determining
material subsidiaries. The said policy is available on the
Company's website athttps://seshaasai.com/media-
news/documents/2024/12/9-Policy for material
subsidiaries.pdf.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement of the Company
for FY 2025-26 have been prepared in compliance with
the applicable provisions of the Act and as stipulated
under Regulation 33 of the Listing Regulations, as well
as in accordance with the Indian Accounting Standards
notified under the Companies (Indian Accounting
Standards) Rules, 2015, as amended. The Audited
Consolidated Financial Statement, together with the
Auditor's Report thereon, forms part of this Annual Report.

A statement providing details of performance,
contribution to the overall performance of the Company
and salient features of the financial statement of the
Subsidiary Company is provided as Annexure F (Form
AOC-1) to the Audited Consolidated Financial Statement
of the Company and therefore, not repeated in this
Report to avoid duplication.

Pursuant to the provisions of Section 136 of the Act,
the Audited Standalone and Consolidated Financial
Statement of the Company, along with relevant
documents and the Financial Statement of the Subsidiary
Company, are available on the Company's website at
https://seshaasai.com/investor/#financial-results.

Any member desirous of obtaining copies of the Financial
Statement of the Subsidiary Company may write an
e-mail tocompanysecretary@seshaasai.comup to the
date of the ensuing Annual General Meeting (the "AGM").

Retirement by Rotation

In accordance with the provisions of Section 152 of the
Act and the Articles of Association of the Company,
Mr. Jayeshkumar Chandrakant Shah (DIN: 00224935),
Non-Executive Director retires by rotation and, being
eligible, has offered himself for re-appointment.
Mr. Jayeshkumar Chandrakant Shah, aged around 61
years, is a Non-Executive Director of the Company.

Independent Directors & declaration of their
Independence

As at March 31, 2026, the Company has 3 (three)
Independent Directors, namely, Ms. Sowmya Vencatesan,
Mr. Abbhijet Narayan Ghag and Mr. Mehul Shah.

All Independent Directors of the Company have given
declarations under Section 149(7) of the Act that they
meet the criteria of independence as laid down under
Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations. In terms of Regulation 25(8) of the
Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated,
that could impair or impact their ability to discharge their
duties with an objective, independent judgment and
without any external influence. The Board of Directors of
the Company have taken on record the declaration and
confirmation submitted by the Independent Directors
after undertaking due assessment of the veracity of the
same. The Independent Directors have also confirmed
that they have complied with Schedule IV to the Act
and the Company's Code of Conduct. There has been
no change in the circumstances affecting their status as
Independent Directors of the Company.

The Board of Directors believes that the Company's
Independent Directors are distinguished professionals,
possessing deep expertise and extensive experience
across a broad range of areas. They uphold the highest
standards of integrity and maintain their independence
from the management.

The Company has received confirmation from the
Independent Directors of the Company regarding the
registration of their names in the databank maintained
by the Indian Institute of Corporate Affairs in terms of
Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014.

Familiarization Program for Independent Directors

The details of the familiarization program for the
Independent Directors are provided in the Corporate
Governance section, which forms part of this Annual Report.

Board Committees

As on March 31, 2026, the Board has the following
statutory Committees according to their respective roles
and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee;

• Stakeholders Relationship Committee; and

• Risk Management Committee.

*IPO committee was dissolved on September 30, 2025 on
listing of securities with the Stock Exchanges.

During the year under review, the Board of Directors
accepted all recommendations made by the Committees
of the Board, with no instances of non-acceptance.
The details of the composition of the Board and its
Committees, number of meetings held, attendance
of Board and Committee members at such meetings,
including the terms of reference of the Committees, are
provided in the Corporate Governance Report, which
forms part of this Annual Report.

The composition and terms of reference of all the
Committees of the Company are in line with the
provisions of the Act and the Listing Regulations refer
Corporate Governance Report, which forms part of
this Annual Report.

Number of Board Meetings

The Board of Directors of the Company met 16 (sixteen)
times during the year on April 29, 2025, July 10, 2025, August
07, 2025, August 11, 2025, August 22, 2025, August 24, 2025,
September 16, 2025, September 17, 2025, September 25,
2025, September 26, 2025, October 16, 2025 at 5pm,
October 16, 2025 at 6.30pm, November 11, 2025, January
29, 2026, February 09, 2026* and March 24, 2026*.

*Circular Resolution passed by Board of Director on
February 09, 2026 and March 24, 2026 are counted
as board meeting

Board Evaluation

The Company has devised a framework for performance
evaluation of the Board, its Committees and individual
Directors in compliance with the provisions of Sections
134 and 178 of the Act, Regulation 17(10) of the Listing
Regulations and the Nomination and Remuneration
Policy of the Company.

Structured questionnaires were circulated to provide
feedback on the functioning of the Board, its Committees
and individual Directors. The observations and feedback
from the Directors were discussed and presented to the
Chairman of the Board.

The criteria for evaluation of Directors included aspects
such as attendance, participation and contribution by
a director, commitment, acquaintance with business,
effective deployment of knowledge and expertise, integrity
and maintenance of confidentiality, independence of
judgment, effective participation, domain knowledge,
compliance with code of conduct, focus on core values,
vision and mission, etc. These aspects help to assess the
performance and effectiveness of Directors in fulfilling
their fiduciary responsibilities and contribution to the
overall governance and success of the Company.

The criteria for evaluation of the Board included aspects
such as monitoring compliance of corporate governance
regulations, role of Chairman, Executive Directors and
Non-Independent Directors clearly defined, appropriate
industry knowledge and diversity of experience and
background, proper mix of competencies and qualification,
understanding of the Company, consideration of critical
issues, management's responses, and steps towards
improvement, demonstration of integrity, credibility and
trustworthiness, frequency of meetings, quality time is
devoted in reviewing the implementation of the strategy,
strategic foresight, financial reporting process, audit
functions and internal controls, ethics & compliance,
succession plan for Board members including the Board
Chairman and Senior Management Personnel.

The criteria for evaluation of Committees included
aspects such as structure of the Committees and its
working procedures, frequency of meetings, effectiveness
of the Committees, independence of the Committees
from the Board and contribution to decisions of the
Board, whether the Committee has sought necessary
clarifications, information and explanations from
management, internal and external auditors, etc.

The Directors expressed their satisfaction with the
evaluation process, and the performance evaluation
of the Board, its Committees, and Directors, including
Independent Directors, was found to be satisfactory.

KEY MANAGERIAL PERSONNEL (KMP)

As at March 31, 2026, in terms of the provisions of Section
2(51) and Section 203 of the Act, the following are the
KMPs of the Company:

• Mr. Pragnyat Pravin Lalwani -Chairman and
Managing Director;

• Mr. Gautam Sampatraj Jain -Whole-time Director;

• Mr. Pawankumar Pillalamarri - Chief Financial Officer

• Ms. Manali Siddharth Shah -Company Secretary
and Compliance officer

REMUNERATION POLICY

The Company has in place a Policy on Directors'
appointment and remuneration, including Key Managerial
Personnel and other employees. This policy outlines the
guiding principles for the Nomination and Remuneration
Committee for identifying persons who are qualified to
become Directors and to determine the independence of
Directors, while considering their appointment as Directors
of the Company and that remuneration is directed towards
rewarding performance based on Individual as well as
organizational achievements and Industry benchmarks.

The said policy is available on the website of
the Company athttps://seshaasai.com/media-
news/documents/2024/12/3-Nomination and
Remuneration Policy.pdf.

BOARD DIVERSITY

The Company recognizes and embraces the importance
of a diverse Board in its success. The Company believes
that a truly diverse Board will leverage differences
in thought, perspective, knowledge, skill, regional
and industry experience, cultural and geographical
backgrounds, age, ethnicity, race and gender, which will
help the Company retain a competitive advantage. The
Policy on the Diversity of the Board of Directors adopted
by the Board, sets out its approach to diversity.

WHISTLEBLOWER / VIGIL MECHANISM POLICY

The Company promotes safe, ethical and compliant
conduct across all its business activities and has put
in place a mechanism for reporting illegal or unethical
behavior. The Company has established a robust Vigil
Mechanism and a Whistleblower Policy in accordance
with the provisions of the Act and the Listing Regulations.
Employees and other stakeholders are encouraged to
report actual or suspected violations of applicable laws
and regulations and the Code of Conduct. Additional
details about the Vigil Mechanism and Whistleblower
Policy of the Company are explained in the Corporate
Governance Report, which forms part of this Annual
Report, and the Policy is available on the website of
the Company athttps://seshaasai.com/media-news/
documents/2024/12/5-Whistle-Blower-Policy.pdf.

RISK MANAGEMENT

Amid continuous shift in business paradigm marked
by geopolitical shifts, technological disruption,
regulatory changes, and market volatility, effective risk
management has become essential for sustainable
business performance. The Company acknowledges
the range of potential risks and remains committed
to proactively manage such risks to facilitate the
achievement of business objectives.

With this context in mind, the Company has developed
and implemented a Risk Management Policy, The Policy
outlines the roles and responsibilities of key stakeholders
across the organisation to strengthen risk governance;
establishes processes of risk management, viz. Risk
Identification, Assessment, Prioritization, Mitigation,
Monitoring and Reporting; and facilitates a coordinated
and integrated approach for managing Risks &
Opportunities across the organisation. The management
teams across businesses and functions analyses risks in
their operations and related to their strategic objectives,
at least annually, considering bottom-up risk assessment,
an external outlook and top management input.

In accordance with the provisions of Regulation 21 of
the SEBI Listing Regulations, the Board has formed a
Risk Management Committee. The Risk Management
Committee conducts integrated risk and performance
reviews on bi-annual basis along with the Senior
Executives engaged in different business divisions and
functions. The Committee reviews the top identified

enterprise level risks and the effectiveness of the existing
controls and developed mitigation plans to provide
feedback and guidance on treatment and mitigation of
the existing and emerging risks. The Risk Management
Committee has also adopted the practice of reviewing
Key Risk Indicators (KRIs) to facilitate in-depth analysis
of the identified risks, evaluating the adequacy of
existing risk management systems and advising for
any additional actions and areas of improvement
required for effective implementation of the Policy. The
Committee also ensures the allocation of sufficient
resources for the business to effectively mitigate key
risks and ensure that business value is safeguarded and
enhanced consistently. The overall program developed
by the Company rests on the foundation of continuous
training and development of employees across all the
levels on risk management practices to enhance the
awareness and foster a culture of risk informed decision¬
making. The Company is resolute in its efforts to keep the
Risk Management Policy efficient and relevant. In line
with this commitment, a comprehensive review of the
existing Policy was undertaken during the year by the
Risk Management Committee.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

Internal control systems of the Company are
commensurate with its size and the nature of its
operations. The Company's internal control systems
include policies and procedures, IT systems, delegation of
authority, segregation of duties, internal audit and review
framework, etc. Clearly defined roles and responsibilities
have been institutionalized and systems and procedures
are periodically reviewed to keep pace with the growing
size and complexity of the Company's operations.
Controls were tested during the year under review, and
no reportable material weakness in the operations or in
the design was observed. These controls are periodically
reviewed to ensure that they remain updated to the
changes in environment.

During FY 2025-26, internal audits were conducted by
both the Company's internal audit team and M/s H A M
& Co Chartered Accountants, the internal auditors. The
Audit Committee reviews the Internal Audit Reports on a
half yearly basis.

RELATED PARTY TRANSACTIONS (RPT)

During the year under review, all transactions with Related
Parties were on arm's length basis and in the ordinary
course of business. The Company did not have any
contracts or arrangements with related parties in terms
of Section 188(1) of the Act. Accordingly, particulars of
contracts or arrangements with related parties referred
to in Section 188(1) of the Act, along with justification
for entering such contracts or arrangements in Form
AOC-2, do not form part of the report, as the same is
not applicable

The Company has formulated a policy on dealing
with RPTs. The same is available on the Company's
website athttps://seshaasai.com/media-news/
documents/2026/05/7-Policy on Material Related

.

The details of RPTs that were entered into during
FY 2025-26 are given in the Notes forming part of the
Standalone Financial Statement, which forms part of
this Annual Report

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has consistently demonstrated
its commitment to sustainable development by
implementing a Corporate Social Responsibility
("CSR") strategy. This approach emphasizes on respect
for communities and local cultures, environmental
protection, and the conservation of natural resources
and energy. Through partnerships with communities,
the Company aims to foster meaningful changes that
enhance the quality of life, thereby creating shared value
for both the communities and the Company. The details
of contribution made by the Company during the year
under review towards the CSR activities are as under:

The Annual Report on CSR activities in terms of Rule 8 of
the Companies (Corporate Social Responsibility) Rules,
2014, is attached herewith as Annexure B to this Report.
For other details regarding the CSR Committee, please
refer to the Corporate Governance Report, which forms
part of this Annual Report. The CSR Policy is available
on the Company's website athttps://seshaasai.com/
media-news/documents/2024/12/1-CSR Policy.pdf.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act,
read with Section 134(3)(a) of the Act and Rules framed
thereunder, the Annual Return in Form MGT-7 for FY 2025-26
will be made available on the website of the Company
athttps://seshaasai.com/investor/#disclosure-under-
regulation-46-of-sebi-lodr-2015-annual-returns.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

During the year under review, there were no significant/
material orders passed by the Regulators/Courts which
would impact the going concern status of the Company
and its future operations.

AUDITORS AND THEIR REPORT
Statutory Auditors

M/s. Vatsraj & Co, Chartered Accountants (Firm
Registration No. 111327W) were appointed as Statutory
Auditors of the Company at the Annual General Meeting
held on September 30, 2023, for a term of 5 (five)
consecutive years from the conclusion of the 30^th Annual
General Meeting till the conclusion of the 35^th Annual
General Meeting of the Company i.e. till the conclusion of
Annual General Meeting to be held for the financial year
2027-28. Pursuant to Section 139 and 141 of the Act and
relevant Rules prescribed thereunder, the Auditors have
confirmed that they are not disqualified from continuing
as Auditors of the Company.

The Notes on financial statements referred to in the
Auditors' Reports are self-explanatory and do not call
for any further comments under Section 134 of the
Companies Act, 2013. The Statutory Auditors' Reports
for FY 2025-26 do not contain any qualifications,
reservations, adverse remarks or disclaimer.

Cost Auditors

During FY 2025-26, maintenance of cost records and
the requirement of cost audit, as prescribed under the
provisions of Section 148 of the Act and Rules made
thereunder, did not apply to the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and
the Rules framed thereunder, the Board had appointed
Ms. Pauravi Kairav Trivedi, Practising Company Secretary,
to conduct Secretarial Audit of the Company for FY 2025-26.
The Report of the Secretarial Auditor in Form MR-3 for
FY 2025-26 is attached as Annexure C to this Report.

In terms of the provisions of Regulation 24A of the Listing
Regulations, the Company has obtained a Annual
Secretarial Compliance Report for FY 2025-26 from
Ms. Pauravi Kairav Trivedi, Practising Company Secretary,
Secretarial Auditor of the Company.

The Secretarial Audit Report and Secretarial Compliance
Report do not contain any qualifications, reservations,
adverse remarks or disclaimer.

Pursuant to the provisions of Section 204 of the Act and
Rules made thereunder and Regulation 24A of SEBI Listing
Regulations, the Audit Committee and Board of Directors
at their respective meetings held on May 18, 2026, have
recommended the appointment of Ms. Pauravi Kairav
Trivedi, Practicing Company Secretary, as Secretarial
Auditor of the Company for a period of five consecutive
years commencing from April 1, 2026 to March 31, 2031
subject to approval by Members. The resolution seeking
approval of the Members for the appointment of
Ms. Pauravi Kairav Trivedi, for a term of 5 years, has been
incorporated in the Notice of the ensuing 33^rd AGM.

Reporting of Fraud

During the year under review, the Statutory and
Secretarial Auditors have not reported any instances
of fraud committed in the Company by its officers or
employees to the Audit Committee or to the Board of
Directors under Section 143(12) of the Act.

DIRECTORS' RESPONSIBILITY STATEMENT

On the basis of the disclosures given in the Annual
Accounts and on further discussion with the Statutory
Auditors of the Company from time to time, the Board of
Directors states as under:

a. that in the preparation of the annual accounts,
the applicable accounting standards read with
requirements set out under Schedule III to the Act
have been followed and there are no material
departures from the same;

b. that Directors 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. that Directors have taken proper and sufficient
care for 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. that Directors have prepared the annual accounts
on a going concern basis;

e. that Directors have laid down Internal Financial
Controls to be followed by the Company and that
such Internal Financial Controls are adequate and
are operating effectively; and

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

PARTICULARS OF LOANS, GUARANTEES,
SECURITIES AND INVESTMENTS

During FY 2025-26, the Company invested H114 million
in Atoll Solutions Private Limited by purchasing equity
shares for strategic purposes. The Company also
invested H20 million in Alomind Labs Private Limited
through the purchase of equity shares and H75 million
through the subscription of preference shares in Class
A and Class B, both for strategic purposes. In addition,
the Company provided a loan of H20.00 million to Atoll
Solutions Private Limited, its subsidiary, to support its
principal business activities.

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

The Company has a zero-tolerance policy towards
sexual harassment and has implemented an Anti-Sexual
Harassment Policy in accordance with the POSH Act, 2013
and rules framed thereunder. In line with the statutory
requirements, Internal Complaints Committees (ICCs)
have been constituted at all offices and plant locations
to address any such concerns. During the year, no
complaints were received.

PARTICULARS OF EMPLOYEES

The disclosures pertaining to remuneration and other
details as required pursuant to the provisions of Section
197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed as Annexure D
to this Report.

In terms of the provisions of Section 197(12) of the Act read
with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
a statement containing particulars of employees, forms
part of this Report. In accordance with the provisions of
Section 136 of the Act, this 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. Any
Member interested in obtaining a copy thereof may
write to the Company Secretary atcompanysecretary@
seshaasai.com.

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

The particulars relating to conservation of energy,
technology absorption, foreign exchange earnings and
outgo as stipulated under Section 134(3)(m) of the Act
read with Rule 8(3) of the Companies (Accounts) Rules,
2014, are furnished as Annexure E to this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with applicable Secretarial
Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the
Board of Directors' and 'General Meetings', respectively,
issued by the Institute of Company Secretaries of India.

OTHER DISCLOSURES

• There has been no change in the nature of
the business of the Company during the
year under review.

• No Director of the Company is in receipt of any
remuneration or commission from its subsidiary.

• The Company does not have any scheme or
provision of money for the purchase of its own
shares by employees or by trustees for the
benefit of employees.

• The Company has not accepted any deposits
from the public falling within the meaning of the
provisions of Sections 73 and 76 of the Act and the
Rules framed thereunder.

• There has been no issue of shares (including sweat
equity shares) to employees of the Company.

• No application has been made or any proceeding
pending against the Company under the
Insolvency and Bankruptcy Code, 2016, as amended
from time to time.

• There was no instance of one-time settlement with
any Bank or Financial Institution

• The Business Responsibility and Sustainability Report
("BRSR") does not form part of Annual report as the
requirements of Regulation 34(2)(f) of the Listing
Regulations were not applicable for FY 2025-26.

• During the year under review the Company has
complied with the applicable provisions of the
Maternity Benefit Act, 1961.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There are no material changes and commitments
affecting the financial position of the Company,
subsequent to the close of FY 2025-26 till the date
of this Report.

APPRECIATIONS AND ACKNOWLEDGEMENTS

The Directors appreciate the hard work, dedication, and
commitment of all the employees of the Company.
The Directors extend their sincere gratitude to the
shareholders, government and regulatory authorities,
banks, rating agencies, stock exchanges, depositories,
auditors, customers, vendors, business partners,
suppliers, distributors, communities in the neighborhood
of the Company's operations and other stakeholders for
their continuous support and the confidence they have
placed in the Management.

For and on behalf of the Board of Directors

Sd/-

Pragnyat Pravin Lalwani

Chairman and Managing Director
DIN: 01870792

Place: Mumbai
Date: May 18, 2026