Kody Technolab Ltd. के निदेशक की रिपोर्ट

Your Directors take pleasure in presenting the 9th Board''s Report on the Business and Operations of the Company together with the
Audited Financial Statements along with the Auditor''s Report for the Financial Year ended on March 31,2026.

1. FINANCIAL HIGHLIGHTS & OPERATIONS:

The Audited Financial Statements of your Company as on March 31,2026, are prepared in accordance with the relevant applicable AS and
Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015 ("SEBI
Listing Regulations^-) and the provisions of the Companies Act, 2013 ("Act").

The financial performance of the Company for the Financial Year ended on March 31,2026, and for the previous financial
year ended on March 31,2025, is given below:

(Amount in Lakhs.)

Operations:

Standalone:

The total income for the Financial Year 2025-26 is Rs. 9,048.35 Lakhs as compared to the total income of Rs. 7,302.32 Lakhs in the previous
Financial Year. The Company has incurred Profit before tax for the Financial Year 2025-26 of Rs. 3,077.68 Lakhs as compared to the Profit
before tax of Rs. 2,403.21 Lakhs in the previous Financial Year. The Net Profit after tax for the Financial Year 2025-26 is Rs. 2,185.99 Lakhs
as against Net Profit after tax Rs. 1,762.24 Lakhs in the previous Financial Year. The Directors are continuously looking for the
new avenues for future growth of the Company and expect more growth in the future period.

Consolidated:

The total income for the Financial Year 2025-26 is Rs. 8,700.70 Lakhs as compared to the total income of Rs. 7,302.32 Lakhs in the previous
Financial Year. The Company has incurred Profit before tax for the Financial Year 2025-26 of Rs. 2,704.59 Lakhs as compared to the Profit
before tax of Rs. 2,403.21 Lakhs in the previous Financial Year. The Net Profit after tax for the Financial Year 2025-26 is Rs. 1,676.26 Lakhs
as against Net Profit after tax Rs. 1,702.24 Lakhs in the previous Financial Year. The Directors are continuously looking for the
new avenues for future growth of the Company and expect more growth in the future period.

2. CHANGE IN NATURE OF BUSINESS, IF ANY

No changes have been made in nature of business carried out by the Company during the financial year under review.

3. SHARE CAPITAL

A. AUTHORISED SHARE CAPITAL:

During the financial year under review, the Company increased its Authorised Equity Share Capital pursuant to the approval of the
Members obtained on January 09, 2026. The Authorised Equity Share Capital was increased from ? 14,50,00,000/- (Rupees Fourteen
Crores Fifty Lakhs Only) divided into 1,45,00,000 Equity Shares of flO/- each to U6,00,00,000/- (Rupees Sixteen Crores Only) divided
into 1,60,00,000 Equity Shares of flO/- each, by creation of 15,00,000 additional Equity Shares of flO/- each, ranking pari passu with
the existing equity shares of the Company in all respects.

Consequent upon the increase in the Authorised Share Capital, Clause V of the Memorandum of Association of the Company was
amended in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder.

B. PAID-UP SHARE CAPITAL:

During the Financial Year under review, the paid-up Equity Share Capital of the Company increased from Rs. 12,74,75,600/- (Rupees
Twelve Crore Seventy Four Lakhs Seventy Five Thousand Six Hundred Only), divided into 1,27,47,560 equity shares of Rs. 10/- each,
to Rs. 14,29,34,600/- (Rupees Fourteen Crore Twenty Nine Lakhs Thirty Four Thousand Six Hundred Only), divided
into 1,42,93,460 equity shares of Rs. 10/- each, pursuant to the following allotments.

(I) On January 30,2026 the Company allotted an aggregate of 2,000 fully paid-up equity shares pursuant to the conversion
of 2,000 convertible warrants (out of total 6,96,000 Convertible warrants)

In addition to the above allotment. 2,000 bonus equity shares have been allotted to the allottee pursuant to the resolution for
issuance of bonus equity shares in the ratio of 1:1, as approved by the shareholders at the Extra Ordinary General Meeting (''EGM'')
held on 19th November, 2024.

(ii) On February 21, 2026, the Company also allotted an aggregate of 6,94,000 fully paid-up equity shares pursuant to the conversion
of 6,94,000 convertible warrants (out of total 6,96,000 Convertible warrants)

In addition to the above allotment. 6,94,000 bonus equity shares have been allotted to the allottees pursuant to the resolution for
issuance of bonus equity shares in die ratio of 1:1, as approved by the shareholders at the Extra Ordinary General Meeting (''EGM'')
held on 19th November, 2024.

(iii) On February 19, 2026, the Company made a preferential allotment of 1,53,900 equity shares to entities belonging to the Non-
Promoter category.

4. STATUS OF SHARES

As the members are aware, the company''s shares are compulsorily tradable in electronic form. As on March 31, 2026, 100.00% of
the company''s total paid up capital representing 1,42,93,460 shares are in de-materialized form.

5. OTHER SHARES

Apart from the equity shares as stated above and convertible warrants as mentioned below, the company has not issued any other
class of shares i.e. equity shares with differential rights, sweat equity shares, employee stock options and did not purchase its own
shares. Hence there is no information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of the Companies
(Share Capital and Debentures) Rules, 2014 and Section 62 of the companies Act 2013 respectively.

6. DIVIDEND

To conserve the resources for future prospect and growth of the Company, your directors do not recommend any dividend for the
Financial Year 2025-26 (Previous Year - Nil).

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years
shall be transferred to the Investor Education and Protection Fund ("IEPF"). During the financial year under review, there was no unpaid
or unclaimed dividend in the “Unpaid Dividend Account" lying for a period of seven years from the date of transfer of such unpaid
dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and
Protection Fund.

8. TRANSFER TO RESERVES

The profit of the Company for the Financial Year ending on March 31,2026 is transferred to profit and loss account of the Company
under Reserves and Surplus.

9. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES

The details regarding Holding / Subsidiary/Associate Company and Joint Venture of the Company during the period under review is as
follow:

• On July 23,2024, the Company incorporated a Subsidiary Company, namely M/s. Kody Middle East Holding LLC FZ. The Company
has subscribed to 75% of the share capital (AED) of M/s. Kody Middle East Holding LLC FZ.

• On January 10,2025, the Company incorporated a Wholly Owned Subsidiary, namely M/s. Kody Media Private Limited. During the
period under review, M/s. Kody Media Private Limited ceased to be a Wholly Owned Subsidiary and continues to be a Subsidiary
Company of the Company.

• On January 24,2025, the Company, along with Platinum Group for Businessmen Services LLC, entered into a Joint Venture
Agreement and incorporated M/s. Falcon Tech Robotics LLC.

• The Joint Venture Agreement entered into with M/s. Vira Drones SA, a company incorporated under the applicable laws of
Switzerland, on March 29,2025, has ceased to be in existence during the period under review. Accordingly, M/s. Vira Drones SA is
no longer considered as a Joint Venture of the Company.

Statement containing salient features of the Financial Statement of Associate pursuant to section 129(3) of the Companies Act, 2013
read with Rule 5 of Companies (Accounts) Rules, 2014 in Form No. AOC-1 is enclosed herewith as Annexure - III.

10. DEPOSIT

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act,
2013 (“the Act*'') read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement
for furnishing the details of deposits in compliance with Chapter V of the Act is not applicable.

11. ARTICULARS OF LOAN, GUARANTEES OR INVESTMENT MADE UNDER SECTION 186

The details of the loans, guarantees and investments, if any are provided in the notes to the audited financial statements annexed
with the Annual Report.

12. WEBLINK OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2026 is available on the
Company''s website at www.kodytechnolab.com.

13. DIRECTORS & KEY MANAGEMENT PERSONNEL

Composition of Board & Board Meetings

Our board compromises of a group of Executive, Non-Executive and Independent Directors. As on March 31, 2026, the Company
has Eight Directors. Out of the Eight Directors, Six are Non- Executive Directors and of which Five are Independent Directors. The
composition of the Board is in conformity with the provisions of Section 14Q of the Act and I.ODR Regulations

The Board Comprise of the following:

During the Financial year 2025-26, the Board of Directors met 17 times. In respect of these meetings, proper notices were given and the
proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013. The details which are as mentioned below:

Appointments / Re-appointments

After the closure of the financial year 2025-26, the following appointments were made on the Board of the Company

• Mr. Kashyap Jaladipbhai Jani (DIN: 10095658) was appointed as an Additional Director in the category of Independent Director with
effect from April 18.2026. His appointment as an Independent Director is proposed to be regularised by the Members at the ensuing
Annual General Meeting.

• Mr. Milan Shah (DIN: 00012088) was appointed as an Additional Director in the category of Independent Director with effect from July
06,2026. His appointment as an Independent Director is proposed to be regularised by the Members at the ensuing Annual General
Meeting.

Cessations

During the financial year under review, Mr. Neeraj Kumar Srivastava, Non-Executive Director of the Company, resigned from the
office of Director of the Company with effect from October 07,2025.

Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013 and Company''s Articles of Association, Mrs. Pooja Sunny Patel
(DIN: 07792474) retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

The Board recommends her re-appointment.

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Director retiring and seeking reappointment at the
ensuing Annual General Meeting is annexed to the notice convening

Key Managerial Personnel

As on the date of this report, the following are the Key Managerial Personnel(s) of the Company:

During the Financial Year 2025-26, the following changes took place in the Key Managerial Personnel of the Company:

• Mr. Niraj Bharat Sanghvi, Chief Financial Officer of the Company, resigned from the position of Chief Financial Officer with effect
from October 06,2025.

• Ms. Preeti Tolani, Company Secretary & Compliance Officer of the Company, was appointed as the Company Secretary & Compliance
Officer with effect from May 30,2025, and subsequently resigned from the position with effect from December 10,2025.

• Mr. Akshay Shah was appointed as the Chief Financial Officer of the Company with effect from January 05.2026.

Further, after the closure of the Financial Year 2025-26, the following changes took place in the Key Managerial Personnel of the Company:

• Mr. Sanjaykumar Kidecha was appointed as the Chief Executive Officer of the Company with effect from May 06,2026.

• Mr. Utsav Himanshu Trivedi (ACS: 57058) was appointed as the Company Secretary & Compliance Officer of the Company with effect
from July 01, 2026.

• Declaration from Independent Director

The Company has 5 Independent Directors as on the date of this report and all the Independent Directors of the Company have given
declarations stating that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with
the rules made there under and read with Regulation 16(l)(b) of the Listing Regulations and in the opinion of the Board, the Independent
Directors meet the said criteria and are Independent of the management of the Company. Further, the Board is of the opinion that the
Independent Directors of the Company possess requisite qualifications, experience (including the proficiency) and expertise in their
respective fields and that they hold highest standards of integrity. In terms of Regulations 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 anticipated that could impair
or impact their ability to discharge their duties.

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP1, intimation
under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the
Company.

14. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge
and belief the Board of Directors hereby submit that.

a. In the preparation of the Annual Accounts, for the year ended on March 31, 206 the applicable accounting standards read with
requirements set out under Schedule III to the Act, have been followed and there are no material departure from the same;

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of
the profit of the Company for the financial year ended on March 31,206.

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

d. The Directors had prepared the Annual Accounts on a going concern basis;

e. The Directors had 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. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

15. COMMITTEES OF THE BOARD

In compliance with the requirement of applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, (the ''SEBI (LODR) Regulations, 20150 and as part of the best
governance practice, the Company has constituted following Committees of the Board.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

Audit Committee

The Company has constituted a qualified and Independent Audit Committee, which acts as a link between the Statutory and Internal
Auditors and the Board of Directors. The purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities
of monitoring financial reporting processes, reviewing the Company''s established systems and processes for Internal financial
controls, governance and reviewing the Company''s Statutory and Internal Audit activities. The Committee is in compliance with the
provisions of Regulation 18 of the SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013.

During the Financial Year 2025-26, there was no change in the composition of the Audit Committee of the Company.

The Board Comprise of the following:

The Company Secretary of the Company acts as the Secretary of the Committee.

During Financial Year 2025-26, Sixteen (16) Audit Committee Meetings were held on April 23, 2025, May 30, 2025, July 19, 2025, August 19,
2025, October 3. 2025, October 28, 2025, November 14, 2025, December 10, 2025, January 5, 2026, January 7, 2026, January 22, 2026, January
30, 2026, February 6, 2026, February 18, 2026, February 19, 2026, and February 21, 2026. Necessary quorum was present in all the Audit
Committee Meetings. The time gap between any two Audit Committee Meetings was not more than one hundred and twenty days.

The details of attendance of each Member at the Audit Committee Meetings during the Financial Year 2025-26 is given below:

Chairman of the Audit Committee attended the last Annual General Meeting (AGM) of Shareholders of the Company.

The members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge
of finance, accounting practices and internal controls.

Nomination And Remuneration Committee

The Company has constituted Nomination and Remuneration Committee in line with the provisions of Section 178 of the Companies
Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015.

During the Financial Year 2025-26, there was no change in the composition of the Nomination and Remuneration Committee of the
Company.

The Nomination and Remuneration Committee comprises of following Members:

The Company Secretary of the Company acts as the Secretary of the Committee.

During Financial Year 2025-26, Four (4) Nomination and Remuneration Committee Meetings were held on May 30, 2025, October 07,
2025, December 10,2025 and January 05, 2026. Necessary quorum was present in all the Nomination and Remuneration
Committee Meetings.

The details of attendance of each Member at the Nomination and Remuneration Committee Meetings during the Financial Year
2025-26 is given below:

Chairman of the Nomination and Remuneration Committee attended the last Annual General Meeting (AGM) of Shareholders of the
Company.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy
setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to
remuneration of Directors, Key Managerial Personnel and other employees.

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis.

The remuneration policy is in consonance with the existing industry practice and is designed to create a high-performance culture.

It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to
the members on the remuneration paid to Directors from time to time. The Company’s Policy
on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at
www.kodytechnolab.com.

Stakeholders Relationship Committee

The Company constituted Stakeholders Relationship Committee mainly to focus on the redressal of Shareholders'' / Investors'' Grievances,
if any. like Transfer / Transmission, Non-receipt of Annual Report; Dividend Warrants; etc.

During the Financial Year 2025-26, there was no change in the composition of the Stakeholders Relationship Committee of the Company

The Stakeholders Relationship Committee comprises of following Members:

The Company Secretary of the Company acts as the Secretary of the Committee.

Details of Meetings and attendance

During Financial Year 2025-26, One (1) Stakeholders Relationship Committee Meeting were held on February 21,2026. Necessary quorum
was present in all the Stakeholders Relationship Committee Meetings.

The details of attendance of each Member at the Stakeholders Relationship Committee Meetings during the Financial Year
2025-26 is given below

16. COMPLIANCE OFFICER

The Compliance officer of the Company is Mr. Utsav Trivedi, who is a qualified Company Secretary.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of
the Companies (Meetings of Board and its Powers) Rules, 2014, framed the Whistle Blower Policy for Directors and employees of the
Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising
of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and
reports etc.

Whistle blower policy is disclosed on the website of the Company at www.kodytechnolab.com.

The following is a summary of Protected Disclosures received and disposed off during the year 2025-26:

No of Protected Disclosures received : Nil.

No of Protected Disclosures disposed off NA

The Audit Committee oversee the Vigil Mechanism of the Company.

The employees of the Company have the right to report their concern/grievance to the Audit Committee constituted by the Board of
Directors to oversee the Vigil mechanism and no person is denied access to the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

18. FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF THE BOARD AND
INDIVIDUAL DIRECTORS

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 read with the rules thereof and the SEBI (LODR) Regulations,
2015, the Board has carried out the evaluation of annual performance of its own, the Directors individually as well as the evaluation of
the working of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the
Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees,
Board Culture, execution and performance of specific duties, obligations and governance. The board was satisfied with the
performance evaluation done of the directors.

In pursuant to Regulation 17(10) of the SEBI (LODR) Regulations, 2015, the evaluation of Independent Directors were done by the entire
Board of Directors which includes:

• Performance of the Directors and

• Fulfillment of the Independence criteria as specified in the regulations and their independence from the management.

The Independent Directors are satisfied with the outcome of evaluation.

19. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their
appointment letter alongwith necessary documents, reports and internal policies to enable them to familiarize with the Company''s
Procedures and practices. The Company has through presentations at regular intervals, familiarized and updated the Independent
Directors with the strategy, operations and functions cf the Company and Agricultural Industry as a Whole and business model. The
details of such familiarization programmes imparted to Independent Directors can be accessed on the website of the Company at
www.kodytechnolab.com.

20. AUDITORS

STATUTORY AUDITORS

Pursuant to ihe provisions of Section 139 of the Companies Act, 2013 and rules thereof, M/s. Khandhar & Associates, Chartered
Accountants, (Firm Registration No. 118940W), Ahmedabad, were appointed as the Statutory Auditors of the Company for a period of
five years, who shall hold office till the conclusion of the Annual general Meeting to be held for the financial year ending on March 31,
2027. The present statutory auditors of the company will continue to act as statutory auditor till the expiry of their present term.

There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors''of the Company and
therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the
financial statements in this Annual Report.

Reporting of frauds by Auditors

During the year under review, the Auditors have not reported to the Audit Committee or the Board, under Section 143 (12) of the Act,
any instances of fraud committed against the Company by its officers or employees, the details of which would be required to be
mentioned in the Directors'' Report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has appointed M/s.
Jitendra Parmar & Associates, Company Secretaries, Ahmedabad (FRN: S2023GJ903900) to undertake the Secretarial Audit of the
Company for Fy 2025-26.

The Board confirms that the Secretarial Audit Report issued by M/s. Jitendra Parmar & Associates, Company Secretaries, Ahmedabad
for the Financial Year ended 31st March, 2026. The report of the Secretarial auditor has not made any adverse remark in their Audit
Report except:

1. Compliance of SEBI Circular No: SEBI / HO / DDHS / DDHS - RACPOD1 / P / C1R / 2023 / 172 dated October 19,2023 i.e. Non filing of
Annual Disclosures of Non-applicability of Large Corporate for FY 2024-25

Reply:

We confirm that for the Financial Year 2024-25, the Company does not fall under the definition of a "Large Corporate" as prescribed
in the aforementioned SEBI circular. As such, the requirement to file the annual disclosure in the prescribed format is not applicable
to the Company.

2. Certain compliances under the SEBI (LODR) Regulations, 2015 were filed after the due date and certain instances of non-compliance
were subsequently regularized through payment of applicable penalties and/or fines, wherever levied by the Stock Exchange.

Reply:

The Company has noted the observation with respect to certain instances of delayed compliance under the applicable provisions of
the SEBI LODR Regulations. The said instances were subsequently addressed/regularized, including by payment of applicable
penalties and/or fines levied by the Stock Exchange, wherever applicable.

The Company has taken appropriate steps to strengthen its compliance framework and monitoring mechanisms to
ensure timely adherence to applicable statutory and regulatory requirements. The Company continues to review and enhance its
internal processes with a view to avoiding recurrence of such instances.

INTERNAL AUDITOR

The Board of directors has appointed M/s. Sorab S Engineers & Co., (FRN: 110417W), Ahmedabad, as the internal auditor of the
Company. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit
Committee and Board from time to time.

MAINTENANCE OF COST RECORDS

The provisions relating to maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies
Act, 2013 are not applicable to the Company. Accordingly, the Company is not required to maintain such cost records and the
provisions relating to Cost Audit under the said Act are also not applicable to the Company.

21. PARTICULARS OF EMPLOYEES

The information as required under the provisions of Section 197 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 - VI.

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not
applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule
5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules. 2014 during the financial year under
review.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All Related Party Transactions entered into during the Financial Year 2025-26 were in compliance with the provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All such transactions were
placed before the Audit Committee for prior approval and were reviewed by the Committee from time to time, wherever applicable.

The particulars of material contracts or arrangements with related parties as required under Section 134(3)(h) read with Section 188 of
the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are set out in Form AOC-2, which forms part of
this Board''s Report as Annexure - L

Details of all other Related Party Transactions, including those disclosed pursuant to the applicable Accounting Standards, are
provided in the Notes forming part of the Financial Statements.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Company''s current working
and future outlook as per Annexure - II.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the provisions of Section 135 of the Companies Act, 2013 were applicable to the Company. Accordingly,
the Company was required to spend the prescribed amount towards Corporate Social Responsibility (CSR) activities in accordance
with the provisions of the Companies Act, 2013 and the rules made thereunder.

The Report on the Corporate Social Responsibility (CSR) activities is forming part of this Directors Report as Annexure V.

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

Company had allotted 1,23,100 fully paid-up Equity Shares pursuant to Conversion of Warrants (out of a total 6,76,900 Convertible
Warrants), at a price of Rs. 975.00/- each (face value - Rs. 10.00/- and premium - Rs. 965.00/-) on a preferential basis to the allottee on
7th August, 2026.

26. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status
of the Company and its future operation.

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

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are
provided in the financial statement.

28. LISTING

The Equity Shares of your Company are listed and actively traded on the SME Emerge Platform of National Stock Exchange of India
Limited (''NSE''). The Company had paid annual listing fees to the stock exchange for the Financial Year 2026-27 within the stipulated
time.

29. INSURANCE

All Insurable interests of the Company including Buildings, Plant & Machinery, Furniture & Fixtures, Inventories and other insurable
interests are adequately insured.

30. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The
same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls
were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company
also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their
expressed opinion forms part of the Independent Auditor’s report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks.
The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment,
continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial
controls are designed effectively and are operating as intended.

During the year, no reportable material weakness was observed.

31. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT
POLICY OF THE COMPANY

The Company has framed formal Risk Management framework for risk assessment and risk minimization for Indian operation which
is periodically reviewed by the Board of Directors to ensure smooth operations and effective management control. The Audit
Committee also reviews the adequacy of the risk management frame work of the Company, the key risks associated with the business
and measures and steps in place to minimize the same

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

The details of conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo etc. as required to be given under
section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is as below.

A. Conservation of Energy

1. The steps taken or impact on conservation of energy

The Company has taken measures and applied strict control system to monitor day to day power consumption, to endeavor to
ensure the optimal use of energy with minimum extent possible wastage as far as possible. The day to day consumption is
monitored and various ways and means are adopted to reduce the power consumption in an effort to save energy.

2. The steps taken by the company for utilizing alternate sources of energy

Company has not taken any step for utilizing alternate sources of energy.

3. The capital investment on energy conservation equipments

Company has not made any capital investment on energy conservation equipments.

B. Technology Absorption

Company has not imported any technology and hence there is nothing to be reported here.

C. Foreign Exchange Earning and Outgo

33. SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance
with the same.

34. STATE OF COMPANY''S AFFAIRS

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2)(e) of SEBI
Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write up and explanation about the
performance of the Company.

35. LOAN FROM DIRECTOR / RELATIVE OF DIRECTOR

During the year under review, the Company has received unsecured loans from Directors and/or their relatives, wherever applicable, in
compliance with the provisions of the Companies Act, 2013. The details of such loans are disclosed in the notes forming part of the
Financial Statements.

36. CORPORATE GOVERNANCE

Since the Company has listed its specified securities on the SME Exchange therefore by virtue of Regulation 15 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in
regulations 17 to 27 and clauses (b) to (i) of sub*regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the
Company. Hence, Corporate Governance does not form part of this Board’s Report.

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

The Company has always been committed to provide a safe and conducive work environment to its employees. Your Directors further
state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed thereunder during the year:

a. Number of complaints filed during the financial year - NIL

b. Number of complaints filed during the financial year - NIL

c. Number of complaints pending as on end of the financial year - NIL

38. INDUSTRIAL RELATIONS

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial
during the year under review.

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

During the year under review, there were no applications made or proceedings pending in the name of the Company under the
Insolvency and Bankruptcy Code 2016.

40. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING LOAN FROM THE BANKS AND
FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

41. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Policy against Sexual Harassment at workplace in line with the requirement of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committees have been set up to redress
complaints received regarding sexual harassment. The Company has not received any complaints during the year under the Sexual
Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

42. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961.

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules
framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All
eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including
paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company also ensures that no
discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies
are in place to uphold the spirit and letter of the legislation.

During the year under review, no women employees availed maternity leave. The Company also provides flexible working
arrangements and nursing breaks to support employees in balancing work and family responsibilities.

43. WEBSITE

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Company is maintaining a
functional website "www.kodytechnolab.com’'' containing information about the Company. The website of the
Company is containing information like Policies, Shareholding Pattern. Financial and information of the designated officials of the
Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

44. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers,
Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have
extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by
all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the
future.

Registered Office: By the order of the Board,

2nd Floor .Block-J, Safal Mondeal Retail Park, Kody Technolab Limited

Nr. Iscon Mall, Nr Rajpathclub,

S.G Highway, Bodakdev Ahmadabad -380054

Manav Patel Manali Patel

Place: Ahmedabad Managing Director Wholetime Director

Date: September 07,2026 DIN: 07409757 DIN: 07792457

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

During the year, no reportable material weakness was observed.

20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has framed formal Risk Management framework for risk assessment and risk minimization for Indian operation which is periodically reviewed by the Board of Directors to ensure smooth operations and effective management control. The Audit Committee also reviews the adequacy of the risk management frame work of the Company, the key risks associated with the business and measures and steps in place to minimize the same.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo etc. as required to be given under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is as below.

Query 1:

Company has paid Remuneration to Pooja Patel a Non-executive Director not accordance with the Provision of Section 197 of the Companies Act 2013.

Reply 1:

Company has paid remuneration to Ms. Pooja Patel for her rich experience and expertise in Market research, Strategic Planning and Marketing strategies of the Company. Further Company has also proposed to revise the remuneration payable to Ms. Pooja Patel in the 7th Annual General Meeting to be held on 5th September, 2024.

Query 2:

Statutory auditor Peer Review Certificate has been expire on November 2023 however statutory auditor is in process the renew the Peer renew certificate.

Reply 2:

Company has received confirmation from Statutory Auditor of the Company regarding renewal of their Peer Review Certificate. They have confirmed that they made the application of renewal and will inform the Company once the application is approved and certificate is received.

Query 3:

Company has filed PAS- 3 form after due date also Company has utilised some portion of the money before filing of the form.

Reply 3:

We take this non-compliance into consideration and ensure that in future such non-compliance will not be repeated. Further we would like to inform stakeholders that Company has utilised the funds as per the objects of the issue mentioned in the Prospectus of the Company.

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

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.

43. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING LOAN FROM THE BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

44. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.