Your directors have the pleasure in presenting the 16th Board's Report on the business and operations of your Company
together with the Audited Financial Statements for the financial year ended March 31,2026.

1. Performance of the Company:

Your company's performance during 2025-2026 is summarized below:

2. State of Company's affairs:

In terms of Standalone basis:

Your directors wish to inform you that the Company has achieved revenue of Rs. 1,45,583.33 lakhs this year as against
Rs. 1,29,394.25 lakhs in the previous year. Your Company has earned net profit of Rs. 5,126.74 lakhs as against net
profit of Rs. 4,124.89 lakhs for the previous year. The Company is in the process of exploring new growth opportunities.

In terms of Consolidated basis:

Your directors wish to inform you that the Company has achieved revenue of Rs. 1,39,662.61 lakhs this year as against
Rs. 1,31,331.37 lakhs in the previous year. Your Company has earned net profit of Rs. 4,546.65 lakhs as against net
profit of Rs. 4,166.64 lakhs for the previous year. The Company is in the process of exploring new growth opportunities.

3. Finance:

During the year under review, the company has obtained loans from bank, financial institutions, and Directors of the
Company and repayment of the said loans is as per the schedule. The details regarding the borrowed funds has been
specified in the financials of the Company.

4. Dividend:

In order to strengthen the financial position of the Company, your directors do not recommend any dividend for the
year ended 31st March, 2026.

5. Share Capital:

a. Alteration of Authorized Share Capital

i. During the year under review:

The Authorized Share Capital of the Company remained unchanged and stood at Rs. 40,00,00,000/- divided
into 4,00,00,000 Equity shares of Rs. 10/- each.

b. Alteration of Paid-Up Share Capital

i. During the year under review:

The Paid-Up Share Capital of the Company also remained unchanged and stood at Rs. 23,73,13,860/-
divided into 2,37,31,386 Equity Shares of Rs. 10/- each fully paid-up.

c. Buy Back of Securities:

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

d. Sweat Equity

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

e. Bonus Shares

No Bonus Shares were issued during the year under review.

f. Shares With Differential Rights

The Company has not issued any shares with differential rights during the year under review.

6. Transfer to Reserves:

The Company has not transferred any amount to the reserves.

7. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

There was no unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as
the principal amount of debentures and deposits, remaining unclaimed/ unpaid in relation to the Company hence the
Company is not required to transfer any amount to Investor Education and Protection Fund (IEPF).

8. Directors:

At the end of the Financial Year 2025-26, the Board of Directors of the Company consist of total 6 (Six) directors
comprising Four (4) Independent Directors, one (1) Managing Director and one (1) Whole-time director.

During the year under review, following changes were made in the composition of Board of Directors of the Company:

i. Appointments [during the reporting period]

a. Appointment of Mr. Vinodkumar Bhanwer Singh, as an Additional Independent Director w.e.f. from 6th
September, 2025.

b. Appointment of Mr. Kartik Mehta, as an Additional Independent Director w.e.f. from 6th September, 2025.
After Reporting Period: None

ii. Change in designation [during the reporting period]

a. Change in designation of Mr. Vinod Kumar Singh as an Independent Director for 5 consecutive years from 6th
September, 2025 to 5th September 2030 from Additional Director.

b. Change in designation of Mr. Kartik Mehta as an Independent Director for 5 consecutive years from 6th
September, 2025 to 5th September 2030 from Additional Director.

c. Change in designation of Ms. Ami Ridhish Patel as a Whole Time Director of the Company for 5 consecutive
years from 6th September, 2025 to 5th September 2030 from Director.

After Reporting Period: None
iii. Resignation [during the reporting period]

a. Resignation of Mr. Sudhin Bhagwandas Choksey and Mr. Dukhabandhu Rath as an Independent Director of
the Company with effect from closing hours of 1st August 2025 and 7th August 2025 respectively.

After Reporting Period: None

9. Key Managerial Personnel:

During the financial year 2025-26, no changes were made in the Key Managerial Personnel of the Company. As on the
date of this report, following are the Key Managerial Personnel (the “KMP”) as per Section 203(1) read with Section
2(51) of the Act and Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

There were no changes made in the Key Managerial Personnel of the Company during and after the reporting period.

10. A statement on declaration given by Independent Directors under sub-section (6) of section 149

Pursuant to the provisions of Section 149(6) of the Companies Act, 2013 and the rules made thereunder, the Company
has received declarations of independence from all its Independent Directors confirming that they meet the criteria
of independence prescribed under the Act. During the year under review, some of the Independent Directors were
appointed, while the remaining Independent Directors were appointed subsequent to the reporting period. All such
Directors have duly submitted their declarations of independence in compliance with the statutory requirements.

11. Annual Evaluation of Board, Its Committees and Individual Directors' Performance:

The Company has a policy for performance evaluation of the Board, Committees and other Individual Directors
(including Independent Directors) which includes criteria for performance evaluation of Non-executive Directors and
Executive Directors.

In accordance with the manner of evaluation specified by the Nomination and Remuneration Committee, the Board
carried out annual performance evaluation of the Board, its Committees and Individual Directors. The Independent
Directors carried out annual performance evaluation of the Chairman, the Non-Independent Directors and the Board as
a whole. The Chairperson of the respective Committees shared the report on evaluation with the respective Committee
Members. The performance of each Committee was evaluated by the Board, based on the report of evaluation received
from respective Committees.

12. Company's policy on Directors' appointment and remuneration

Company's policy on Directors' appointment and remuneration including criteria for determining qualifications,
positive attributes, independence of a director and other matters as provided under sub-section (3) of section 178 was
framed by the Company and the salient features of the same and the complete policy is available on the website of
the Company i.e. https://armeeinfotech.com/investors/.

13. Number of Meetings of the Board of Directors of the Company:

During the year, the Board of Directors held 5 (five) meetings as given in the table below-:

14. Committees of Board of Directors of the Company:

Consequent to the resignation of the Independent Directors, Mr. Sudhin Bhagwandas Choksey and Mr. Dukhabandhu
Rath, the Board of Directors reconstituted the Committees of the Company during the reporting period, to ensure
continued compliance with the provisions of the Companies Act, 2013 and other applicable statutory requirements.
The composition of the Committees after reconstitution is as under:

Details of the Committee Meetings held during the year under review are as under:

15. Particulars of Loans, Guarantees and or Investments:

During the year under review, the Company has given loans and made investments as per the provisions of Section
186 of the Companies Act, 2013.

16. Related Party Transactions:

The contracts or arrangements entered into by the Company with related parties as required by section 188(1) of the
Companies Act, 2013 are in the ordinary course of business and at arms length basis.

17. Deposits:

The company has accepted Loan from the Directors as per the provisions of Section 73 of the Companies Act, 2013 and
the Companies (Acceptance of Deposits) Rules, 2014.

18. Weblink Of Annual Return

The extract of Annual Return is no longer required to be attached with the Director's Report u/s 134(3)(a) of the
Companies Act, 2013 read with Rule 12(1) of the Companies (Management & Administration) Rules, 2014 vide
notifications issued by Ministry of Corporate Affairs (MCA) dated 28/08/2020 and 05/03/2021.

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read
with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the Annual Return of the
Company for the Financial Year ended on 31.03.2026 in the Form MGT-7 is available on the website of the Company.
Website link:https://armeeinfotech.com/investors/

19. Insurance

All the assets of the Company are adequately insured.

20. Subsidiaries, Associates and Joint Venture:

The Company is neither a subsidiary nor have any joint venture or associate company.

The Company had acquired ArMee Technology Services Private Limited (ATSPL) as its wholly-owned subsidiary, which
continues to remain its subsidiary during the year under review.

Further, during the reporting period, the Company has incorporated the following subsidiaries:

ArMee MH Renewable Energy Private Limited - incorporated as a Special Purpose Vehicle (SPV)

ArMee UP Renewable Enery Private Limited - incorporated as a Special Purpose Vehicle (SPV)

ArMee BESS Private Limited - incorporated as a Special Purpose Vehicle (SPV)

ArMee MP Renewable Energy Private Limited - incorporated as a Special Purpose Vehicle (SPV)

21. Particulars of Employees:

In terms of Section 136 of the Act, Annual Report and financial statements of the Company are being sent to the
shareholders excluding information on details of employee remuneration as required under provisions of Section 197
of the Act and Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014. If any shareholder is interested in obtaining a copy of the aforesaid information, such shareholder may send an
email to the Company Secretary of the Company at cs@armeeinfotech.com

22. Changes in the nature of Business:

Pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(ii) of the Companies (Accounts) Rules,
2014, the Board of Directors state that there has been a change in the nature of business of the Company during the
year under review.

The Company, which was earlier engaged in IT infrastructure and IT managed services, has now entered into the
renewable energy sector, with a focus on solar and allied sustainable energy projects. This strategic diversification was
undertaken after obtaining the approval of Members through an amendment to the Object Clause of the Memorandum
of Association, aligning the business activities of the Company with emerging opportunities in the clean energy space.

23. Corporate Social Responsibility and the initiatives taken by the Company:

As per the relevant provisions of Section 135 of the Companies Act, 2013, and rules thereof, your company falls under
the criteria of minimum net profits of Rs.5 crore and is required to undertake CSR projects and spend 2% of the
average net profits of last 3 years.

In this regard the Board of Directors has formulated a separate CSR policy with regard to determining nature of CSR
projects, its modus operandi, and total amount to be set aside for its execution based on average of 2% of net profits
earned during previous 3 financial years. CSR Policy is available at www.armeeinfotech.com

During Financial Year 2025-26, the Company was required to spend 388,37,287.69 and has actually spent 388,50,000.
Annual Report on CSR Activities for the financial year 2025-2026 is annexed as Annexure A.

24. Material Changes and commitments if any, affecting the financial position of the Company:

Apart from the other material changes as specified in the other parts of this report, following material changes and
commitments affecting the financial position of the Company have occurred between the end of the financial year to
which the financial statements relate, i.e. 31st March, 2026 and the date of this Report:

i. Initial Public Offer [Under Process]

The Company is in the process of undertaking an Initial Public Offer of Equity Shares and to create, issue, offer
and allot and/or transfer Equity Shares which shall include a fresh issue of Equity Shares of face value of 310/-
each of the Company (the “Issue”), for cash either at par or at a premium, such that the amount being raised
pursuant to the Fresh Issue aggregates up to 330,000 lakhs, in terms of the SEBI ICDR Regulations, at a price to be
determined by the Company in consultation with the Book Running Lead Managers (“BRLMs”) through the book
building process or otherwise in accordance with applicable laws.

The Initial Public Offer of Equity Shares was approved by the Board of Directors at its meeting held on 3rd May,
2024 and subsequently approved by the Members of the Company at the Extra-Ordinary General Meeting held on
9th May, 2024.

Further, the Board of Directors at its meeting held on 11th August, 2026, subject to the approval of the Members
and other requisite statutory and regulatory approvals, approved the revision in the size of the proposed Fresh
Issue from 330,000 lakhs (3300 Crores) to 336,000 lakhs (3360 Crores). An appropriate resolution seeking the
approval of the Members in this regard forms part of the Notice convening the ensuing Annual General Meeting.

ii. Approval of ArMee ESOP Plan 2024

The Board of Directors, at its meeting held on 7th May, 2024, approved the ArMee ESOP Plan 2024 and the
creation, offer, issue and allotment, in one or more tranches, of up to 2,25,000 stock options/equity shares to
eligible employees of the Company in accordance with the terms of the Scheme and applicable laws.

The said Plan was subsequently approved by the Members of the Company at the Extra-Ordinary General Meeting
held on 9th May, 2024.

Further, the Board of Directors at its meeting held on 11th August, 2026 approved certain amendments/
modifications to the ArMee ESOP Plan 2024, subject to the approval of the Members and such other approvals
as may be required under applicable laws. The proposed amendments are set out in the Notice convening the
ensuing Annual General Meeting for the consideration and approval of the Members.

25. Disclosure under section 67(3) of the act:

During the financial year under review, there were no instances of non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme hence no information pursuant to Section 67(3) of the Act read with
Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

26. Directors' Responsibility Statement:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors' Responsibility
Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures;

(b) we 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 the financial year ended on 31stMarch, 2026 and of the profit and loss of the company for that period;

(c) proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) 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.

27. Auditors:

Statutory Auditors

The Members of the Company, at the 14th Annual General Meeting held on 29th September 2024, appointed M/s.
Kantilal Patel & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 104744W) as the Statutory Auditors of
the Company, to hold office from the conclusion of the 14th Annual General Meeting until the conclusion of the 19th
Annual General Meeting. Accordingly, they continue to act as the Statutory Auditors of the Company. The Auditors'
Report for the financial year ended 31st March, 2026 does not contain any qualification, reservation, adverse remark, or
disclaimer. Since the Report is unmodified, no further explanation or comment is required by the Board.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors appointed M/s PRT
& Associates, Company Secretaries (FRN: S2011GJ156700), Proprietor CS Premnarayan Ramanand Tripathi (FCS
8851, COP: 10029), as the Secretarial Auditor of the Company for the financial year 2025-26. The Secretarial Audit
Report confirms that the Company has complied with all applicable provisions of the Act and does not contain any
qualification, reservation, or adverse remark.

Internal Auditor

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Company has appointed an Internal
Auditor who carries out internal audit of the functions and activities of the Company. The Internal Auditor reports
directly to the Audit Committee of the Board.

28. Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than
those which are reportable to the Central Government

The Auditors of the Company have not reported any such frauds during the reporting period.

29. Explanations in response to auditors' qualifications

There was no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors of the Company
in their report.

30. Orders by Regulators, Courts or Tribunals:

No significant and/or material orders were passed by any Regulator, Court or Tribunal impacting the going concern
status and the Company's operations in future.

31. Compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:

The Company has complied with the provisions relating to the prevention of sexual harassment at the workplace as
specified under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(“POSH Act”). Since the Company has more than ten employees, an Internal Complaints Committee (ICC) has been duly
constituted and is fully functional during the financial year. The Company confirms that no complaints were received,
during the year and that there are no pending cases as at the end of the financial year.

32. Compliance with the Maternity Benefit Act, 1961:

The Company is in full compliance with the provisions of the Maternity Benefit Act, 1961, including the Maternity
Benefit (Amendment) Act, 2017. The Company continues to maintain a supportive and inclusive work environment
through policies and practices aligned with the applicable statutory requirements.

33. Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo:

As required under section 134 (3) (m) of the Companies Act, 2013 and the rules made therein, the concerned particulars
relating to the conservation of energy, all the measures have been taken to conserve the energy.

The Company does not engage in such business to undertake any Technology Absorption. During the year under the
review, the company had no foreign exchange earnings and/or foreign exchange outgo.

34. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code
,2016 during the year and their status as at the end of the Financial Year

During the year under review there are no applications made/pending by or against the company under the Insolvency
and Bankruptcy code, 2016.

35. 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 there of:

During the year under review there were no settlement instances which required to provide details of difference in
valuation done pursuant to one time Settlement and valuation done at the time of disbursement of loan from the bank.

36. Whistle Blower Policy/Vigil Mechanism:

In accordance with the provisions of Section 177(9) of the Act and the rules made thereunder, your Company has
established Vigil mechanism and adopted a Whistle Blower Policy. Your Company has adopted a work culture which
ensures the highest standards of professionalism, honesty, integrity, moral and ethical behavior.

The Vigil Mechanism provides access to the Designated Director for reporting concerns and grievances under the
Company's Whistle Blower Policy. Information regarding the mechanism and the channels for reporting concerns are
communicated to the relevant stakeholders. The Whistle Blower Policy /Vigil Mechanism available on the website of
the Company.

37. Risk Management Policy:

The Management regularly reviews the risk and take appropriate steps to mitigate the risk. The company has in place
the Risk Management policy. The Company has a robust Business Risk Management (BRM) framework to identify,
evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on
the business objectives and enhance the Company's competitive advantage.

38. Internal Financial Controls:

The Company has a proper and adequate internal control system to ensure that all assets are safeguarded and
protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and
reported correctly.

39. Cost Records:

The Company does not fall under the criteria of maintaining cost records for the year under review.

40. Secretarial Standards:

Secretarial Standards for the Board and General Meetings (SS-1 & SS-2) are applicable to the Company. The Company
has complied with the provisions of both these Secretarial Standards.

41. Cautionary Statement

The statements contained in the Board's Report contain certain statements relating to the future and therefore are
forward looking within the meaning of applicable laws and regulations. Various factors such as economic conditions,
changes in government regulations, tax regime, other statues, market forces and other associated and incidental
factors may however lead to variation in actual results.

42. Appreciation:

Your directors wish to place on record their appreciation for the continued support received from all the shareholders,
staff, suppliers, Bankers, professionals and all other people who were associated with the company while working with
the company.

By order of the Board of Directors
Sd/-

Ridhish Kiritbhai Patel

Chairman & Managing Director
DIN No.: 02876453

Date : 11th August, 2026
Place : Ahmedabad