We have pleasure in presenting the 26^thDirectors' Report on the Business and Operations of the
Company together with the audited Financial Statements for the year ended 31 "March, 2026.

1. CHANGE IN MANAGEMENT PURSUANT TO THE RESOLUTION PLAN APPROVED BY THE
HON'BLE NCLT, HYDERABAD BENCH VIDE ITS ORDER DATED 12.06.2025:

The Hon'ble National Company Law Tribunal (“NCLT”), Hyderabad Bench, vide its interim
Order dated 01.10.2024 (“Insolvency Commencement Order”) had initiated Corporate
Insolvency Resolution Process (“CIRP”) against the Company, based on the petition filed by the
Financial Creditor under Section 7 of the Insolvency and Bankruptcy Code, 2016 (“the
Code”)and has approved the Resolution Plan submitted by the resolution applicants vide its
final Order dated 12.06.2025.

The Company has completed the following corporate actions, as envisaged in the
approved Resolution Plan during the year under review and pursuant to the Hon'ble NCLT
Order dated 12.06.2025:

a. Change of management and constitution of new Board of directors to administer the affairs
of the Company.

b. Altered the Object Clause of the MOA, to engage in the business of electric vehicles.

c. Shifting of Registered office within the state of Telangana, from 83, Panchas heel Enclave,
Yapral, Hyderabad, Telangana, India, 500087 to 9-1-83 & 84 Amarchand Sharma
Complex, Sarojini Devi Road, Secunderabad, Hyderabad, Telangana, 500003.

d. Reduction of 100% (Hundred Percent) of the paid-up equity share capital held by erstwhile
promoters comprising of 15,24,675 (Fifteen Lakhs Twenty-Four Thousand Six Hundred and
Seventy-Five) equity shares of Rs.10/- each.

e. Reduction of 95% (Ninety-Five Percent) of the total paid-up equity share capital held by
the public shareholders (non — promoters) of the Company comprising of 57,33,435 (Fifty-
Seven Lakhs Thirty-Three Thousand and Four Hundred and Thirty-Five) equity shares of
Rs.10/- each.

Upon the Capital Reduction confirmed by the Hon'ble NCLT and becoming effective and
operative, without any further act or deed by the equity shareholders including but not
limited to surrendering of share certificates stands cancelled and extinguished and
rendered invalid. Post reduction,2,86,672 Equity Shares of Rs. 10/- each were allotted to
the public shareholders including fractional shares to Whole Time Director of the Company
as authorized by the Board each bearing Distinctive numbers from 1 to 2,86,672 (both
inclusive) in order to implement the Resolution Plan as approved by the Hon'ble NCLT.

f. Change of name of the company from “Taaza International Limited” to “Keto Motors
Limited” and Alteration of Articles of Association and Memorandum of Association pursuant
to the approval of the Resolution Plan and Scheme of Arrangement vide NCLT Order
dated12.06.2025.

g. The authorized Capital was increased from Rs. 10,00,00,000/- (Rupees Ten Crores only)
divided into 1,00,00,000 (One Crore) equity shares of Rs. 10/- (Rupees Ten Only) each to
Rs. 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two
Crores Fifty Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each which was approved
by the members in the Extra Ordinary General Meeting held on 25^thSeptember 2025.

h. Pursuant to the Implementation Order dated 28.11.2025 for the Scheme of Arrangement
between Keto Motors Private Limited (Transferor Company) and Taaza International
Limited (currently known as Keto Motors Limited) (Transferee Company) and the approval
of Form INC-28, Keto Motors Private Limited stands amalgamated with the Company. And
accordingly the Authorised Share Capital of the Company stands increased from Rs.

25.00. 00.000 divided into 2,50,00,000 equity shares of Rs. 10/- each to Rs.

75.00. 00.000 (Rupees Seventy-Five Crores only) divided into 7,50,00,000 equity shares
of Rs. 10/- each which includes Rs. 50,00,00,000 (Rupees Fifty Crores only) of authorized
capital of Keto Motors Private Limited (Transferor Company) and that the same is reflected
in the records of the Ministry of Corporate Affairs.

i. Pursuant to In-principle approval dated 24.11.2025 received from BSE and the receipt of
the share subscription consideration amounting to Rs. 9,10,00,000/- (Rupees Nine Crore
Ten Lakhs only) from the allottees towards CIRP expenses, employee benefit expenses and
payment to operational and financial creditors; 91,00,000 (Ninety-One Lakhs only) equity
shares of Rs. 10/- each at an issue price of Rs. 10/- per equity share were allotted to the
Resolution Applicants (Mrs. Jhansi Sanivarapu and M/s. Trinity Infraventures Limited) on
Preferential basis in promoter category in the board meeting held on 8^th December, 2025.

j. Pursuant to the same In-principle approval dated 24.11.2025 received from BSE and the
receipt of the share subscription consideration amounting to Rs. 25,00,00,000/- (Twenty-
Five Crore only) from 60 (Sixty) allottees (Non promoter category); 50,00,000 (Fifty Lakh
only) equity shares of Rs. 10/- each at an issue price of Rs. 50/- per equity share (including
a premium of Rs. 40/- each) were allotted on Preferential basis to the said allottees in the
board meeting held on 8^th December, 2025.

k. Pursuant to the Scheme of Arrangement between M/s. Keto Motors Private Limited
(Transferor Company) and M/s. Taaza International Limited (Transferee Company)
(currently known as Keto Motors Limited); 3 (Three) Equity shares of face value of Rs.10/-
each of Keto Motors Limited (formerly known as Taaza International Limited) were allotted
for every 2 (Two) Equity shares of face value Rs. 10/- each held by members in the Keto
Motors Private Limited. Therefore in the meeting of board of directors of the company held
on 31^st March, 2026 a total of 5,60,47,800 equity shares were allotted to the shareholders
of Keto Motors Private Limited.

l. As on March 31, 2026, the total paid up capital of the Company is Rs. 70,43,44,720
(divided into 7,04,34,472 equity shares of Rs.10/- each).

m. Payment to Operational Creditors:

The Resolution Applicant has paid all the dues to operational and financial creditors as per
the Resolution Plan.

n. Revocation of Suspension of Trading:

The shares of the Company were suspended w.e.f 27.05.2024. The Company filed an
application with BSE Limited for revocation of the suspension of trading in its equity shares.
The approval for revocation of the suspension was received from BSE Limited vide its letter
dated 11th May 2026, whereby BSE Limited informed the Company that the suspension of
trading in the equity shares would be revoked with effect from 19th May 2026. And based
on the said approval, trading in the company's shares commenced on the BSE on May 19,
2026.

2. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company during the year has been as under:

3. REVIEW OF OPERATIONS:

This year, being the first year post takeover by the new management, the company generated
revenue of Rs. 213.26 lakhs and incurred a loss of Rs. 17.64 lakhs.

4. BUSINESS UPDATE AND STATE OF COMPANY' S AFFAIRS:

The information on Company's affairs and related aspects is provided under Management
Discussion and Analysis report, which has been prepared, inter-alia, in compliance with

Regulation 34 of SEBI (Listing Obligations
and Disclosure Requirements) regulations,
2015 and forms part of this Report.

5. RESERVES:

Pursuant to provisions of Section134(3)(j)
of the Companies Act, 2013, the company
has not proposed to transfer any amount to
general reserves account of the company
during the year under review.

The closing balance of reserves, including
retained earnings, of the Company as at
March, 31^st2026 is Rs. (1,162.14) Lakhs.

6. DIVIDEND:

As the Company recently in June, 2025
came out of “Corporate Insolvency and
Resolution Process (CIRP)” and in the
absence of profit, the Board does not
recommend any dividend for FY 2025-26.

7. CHANGE IN THE NATURE OF THE
BUSINESS, IF ANY:

Pursuant to the Hon'ble NCLT Order,
Hyderabad Bench dated 12.06.2025, the
Company has altered the Main objects of
the Company to carry out the business of
designing, developing, manufacturing,
producing, assembling, selling, buying,
distributing, exporting, importing of
automotive vehicles including but not
limited to electric vehicles including autos,
buses omni buses, trucks, lorries, motor cars,
scooters, motor-scooters, engines,
locomotives of every description.

8. MATERIAL CHANGES AND
COMMITMENTS:

Mr. Avula Venkata Narayana Reddy (DIN:
02290361) was appointed as an
Additional Director (in the capacity of Non
Executive Non-Independent) of the
Company in the board meeting held on 28^th
May, 2026 and further he was regularised
as Non Executive Non-Independent

Director through Postal Ballot w.e.f 24
August, 2026.

Mr. Rohit Aidasani, Chief Financial Officer
(Key Managerial Personnel) of the
Company, has tendered his resignation
effective from 25.05.2026 due to his
personal commitments.

The board of Directors at the board
meeting held on 24^th July 2026 approved
Change in Registrar and Share Transfer
Agent (RTA) from M/s. Niche Technologies
Private Limited, Kolkata to M/s. Aarthi
Consultant Private Limited (SEBI Regn No.
INR000000379), Hyderabad considering
operational, administrative and for better
interaction. However the change is subject
to execution of definitive Agreements and
other relevant documents to be executed
under applicable statute.

All the requisite filings and disclosures to the
stock exchanges, ROC or any other
authorities has been made within the time
lines required in the applicable
statute/provisions.

Except the above no other material
changes and commitments affecting the
financial position of the Company which
have occurred during the end of the
Financial Year of the Company to which the
financial statements relate and the date of
the report.

9. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial
statements for the year under review.

10. AUTHORISED AND PAID-UP CAPITAL OF
THE COMPANY:

The Company was admitted into Corporate
Insolvency Resolution Process (“CIRP”). The
Hon'ble National Company Law Tribunal
(“NCLT”), Hyderabad Bench, vide Order
dated 01.10.2024 (“Insolvency
Commencement Order”) had initiated

Corporate Insolvency Resolution Process
(“GRP”) against the Company, based on
the petition filed by the Financial Creditor
under Section 7 of the Insolvency and Bank
ruptcy Code, 2016 (“the Code”) and has
approved the Resolution Plan vide its
Orders dated 12.06.2025. As per the
resolution plan the following action were
completed.

a. Reduction of Capital:

a) Reduction and extinguishment of
existing Promoters holding to the
extent of 100%:

The Holding of erstwhile promoters is
reduced by 100%. As a result, the
erstwhile promoters shareholding of
15,24,675 shares have become zero

b) Reduction and extinguishment of non¬
promoters holding to the extent of
95%:

The Holding of non-promoters is
reduced by 95%. As a result, the
existing public shareholding of
57,33,435 shares have become
2,86,672 equity shares.

b. Change in authorized capital, Capital
infusion into the Company and allotment
of equity:

As on 31.03.2025, the Authorised share
capital of the Company stands at Rs.

10.00. 00.000/- divided into 1,00,00,000
equity shares of Rs.10/- each. Subsequent
to 31.03.2025, the authorized share
capital of the company is increased from
Rs. 1 0,00,00,000/- divided into

1.00. 00.000 equity shares of Rs. 10/-
each to Rs. 25,00,00,000/- divided into

2.50.00. 000 equity shares of Rs.10/-
each.

As on 31.03.2025, the paid-up capital of
the Company stands at Rs. 7,25,81,100/-
divided into 72,58,110 equity shares of Rs.
10/- each.

Pursuant to the Implementation Order
dated 28.11.2025 for the Scheme of
Arrangement between Keto Motors Private
Limited (Transferor Company) and Taaza
International Limited (currently known as
Keto Motors Limited) (Transferee Company)
and the approval of Form INC-28, Keto
Motors Private Limited stands
amalgamated with the Company. And
accordingly the Authorised Share Capital
of the Company stands increased from Rs.

25.00. 00.000 divided into 2,50,00,000
equity shares of Rs. 10/- each to Rs.

75.00. 00.000 (Rupees Seventy-Five Crores
only) divided into 7,50,00,000 equity
shares of Rs. 10/- each, which includes Rs.

50.00. 00.000 (Rupees Fifty Crores only) of
authorized capital of Keto Motors Private
Limited (Transferor Company) and that the
same is reflected in the records of the
Ministry of Corporate Affairs.

Pursuant to In-principle approval dated

24.11.2025 received from BSE and the
receipt of the share subscription
consideration amounting to
Rs. 9,10,00,000/- (Rupees Nine Crore Ten
Lakhs only) from the allottees towards CIRP
expenses, employee benefit expenses and
payment to operational and financial
creditors; 91,00,000 (Ninety-One Lakhs
only) equity shares of Rs. 10/- each at an
issue price of Rs. 10/- per equity share
allotted on Preferential basis in promoter
category in the board meeting held on 8^th
December, 2025.

Pursuant to the same In-principle approval
dated 24.11.2025 received from BSE and
the receipt of the share subscription
consideration amounting to Rs.

25.00. 00.000/- (Twenty-Five Crore only)
from 60 (Sixty) allottees (Non promoter
category); 50,00,000 (Fifty Lakh only)
equity shares of Rs. 10/- each at an issue
price of Rs. 50/- per equity share (including
a premium of Rs. 40/- each) allotted on

Preferential basis to the said allottees in
the board meeting held on 8^th December,
2025.

Pursuant to the Scheme of Arrangement
between M/s. Keto Motors Private Limited
(Transferor Company) and M/s. Taaza
International Limited (Transferee
Company) (currently known as Keto Motors
Limited); 3 (Three) Equity shares of face
value of Rs.10/- each of Keto Motors
Limited (formerly known as Taaza
International Limited) were allotted for
every 2 (Two) Equity shares of face value
Rs. 10/- each held by members in the Keto
Motors Private Limited. Therefore in the
meeting of board of directors of the
company held on 31st March, 2026 a total

of 5,60,47,800 equity shares were allotted
to the shareholders of Keto Motors Private
Limited .

11. APPOINTMENT/RE-APPOINTMENT/
RESIGNATION/RETIREMENT OF
DIRECTORS/CEO/CFO AND KEY
MANAGERIAL PERSONNEL:

The following are the changes in
Directors/KMP during the year under
review:

a.) Appointments:

Pursuant to the Order dated 12.06.2025 of
Hon’ble NCLT, Hyderabad Bench, following
appointments have taken place as on the
date of report:

However post end of financial year the
following changes took place.

a. Mr. Avula Venkata Narayana Reddy (DIN:
02290361) was appointed as an
Additional Director (in the capacity of Non
Executive Non-Independent) of the
Company in the board meeting held on
28th May, 2026 and further he was
regularised as Non Executive Non¬
Independent Director through Postal Ballot
w.e.f 24th August, 2026.

b. Mr. Rohit Aidasani, Chief Financial Officer
(Key Managerial Personnel) of the

Company, has resigned with effect from

25.05.2026 due to his personal
commitments.

12. DECLARATION FROM INDEPENDENT
DIRECTORS ON ANNUAL BASIS:

The Company has received declarations
from all the present Independent Directors
of the Company confirming that they meet
with both the criteria of independence as
prescribed under sub- section (6) of
Section 149 of the Companies Act, 2013
and under Reg.16(1)(b) read with Reg. 25

of SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015.

The Independent Directors have also
confirmed that they have complied with
Schedule IV of the Act and the Company’s
Code of Conduct. In terms of Reg. 25(8) of
SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015, 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 judgement and without any
external influence.

13. BOARD MEETINGS:

The Company came out of the suspension
on 12.06.2025 vide Order of the Hon’ble
NCLT, Hyderabad Bench dated

12.06.2025.

Post receipt of order, the newly formed
Board of Directors met Eight (08) times
during the financial year 2025-26. The
dates on which the meetings were held
are 06.08.2025, 02.09.2025, 26.09.2025,

14.11.2025, 28.11.2025, 08.12.2025,

14.02.2026 and 31.03.2026.

14. BOARD EVALUATION:

Pursuant to the provisions of the
Companies Act, 2013 and the applicable
regulations of Securities and Exchange
Board of India (Listing Obligations and
Disclosure Requirements), Regulations,
2015, the Board has carried out an
evaluation of its own performance, the
directors individually as well as the
evaluation of the working of its Audit,
Nomination & Remuneration and
Stakeholders’ Relationship Committees.
The manner in which the evaluation has
been carried out has been explained in
the Corporate Governance Report.

The performance evaluation of the
Independent Directors was completed
during the year under review. The
performance evaluation of the Chairman
and the Non-Independent Directors was
carried out by the Independent Directors
and Non-Executive Directors. The Board of
Directors expressed their satisfaction with
the evaluation process.

The Ministry of Corporate Affairs (‘MCA’)
vide Notification No. G.S.R. 804(E) dated
October 22, 2019 and effective from
December 01, 2019 has introduced the
provision relating to inclusion of names of
Independent Directors in the Data Bank
maintained by Indian Institute of
Corporate Affairs (‘IICA’). In compliance
with the said notification and Rule 6 of
Co m p a n i e s ( Ap p oi n tm e n t a n d
Qualification of Directors) Rules, 2014 all
Independent Directors of your Company
are registered with IICA.

In the opinion of the Board, the
independent directors possess the
requisite integrity, experience, expertise,
proficiency and qualifications.

15. PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration
and other details as required under
Section 197(12) of the Act read with Rule
5 of the Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014 (‘Rules’) are enclosed as
“ANNEXURE - 5” to the Board's report.

During the year, none of the employees
is drawing a remuneration of
Rs. 1,02,00,000/- and above per annum
or Rs. 8,50,000/- and above in a gregate
per month, the limits specified under the
Section 197(12) of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the
Co m p a n i e s ( Ap p o i n tm e n t a n d
Remuneration of Managerial Personnel)
Rules, 2014.

In terms of the first proviso to Section 136
of the Act, the Reports and Accounts are
being sent to the Shareholders excluding
the information required under Rule 5(2)
and (3) of the Companies (Appointment
and Remuneration of Managerial
Personnel) Rules, 2014. Members who are
interested in obtaining the same may write
to the Company Secretary at the
Registered Office of the Company. The
said information is available for
inspection by the Members at the
Registered Office of the Company on any
working days of the Company upto the
date of this Annual General Meeting.

16. DIRECTOR’S RESPONSIBILITY
STATEMENT:

Pursuant to the requirement of Section
134(3) ( c) and 134(5) of the Companies
Act, 2013 and on the basis of explanation
given by the executives of the Company
and subject to disclosures in the Annual
Accounts of the Company from time to
time, we state as under:

1. That in the preparation of the annual

accounts, the applicable accounting
standards have been followed along with
proper explanation relating to material
departures;

2. That the Directors have selected such
accounting policies and applied them
consistently and made judgment 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 or
loss of the Company for that period;

3. That the Directors have taken 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;

4. That the Directors have prepared the
annual accounts on a going concern basis:

5. That the 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

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

17. DETAILS OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS:

The Internal Financial Controls with
reference to financial statements as
designed and implemented by the
Company are adequate. The Company
maintains appropriate system of internal
control, including monitoring procedures, to
ensure that all assets are safeguarded
against loss from unauthorized use or
disposition. Company policies, guidelines
and procedures provide for adequate
checks and balances, and are meant to
ensure that all transactions are authorized,
recorded and reported correctly.

During the period under review, there is no
material or serious observations have been
noticed for inefficiency or inadequacy of
such controls.

Further, details of internal financial control
and its adequacy are included in the
Management Discussion and Analysis
Report which is appended as Annexure 3
and forms part of this Report.

18. NO FRAUDS REPORTED BY STATUTORY
AUDITORS:

During the Financial Year 2025-26, the
Auditors have not reported any matter
under section 143(12) of the Companies
Act, 2013, therefore no detail is required to

be disclosed under section 134(3) (ca) of
the Companies Act, 2013.

19. NAMES OF THE COMPANIES WHICH
HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE
YEAR:

During the year under review, no Company
has become or ceased to become its
subsidiary, joint venture or associate
Company.

20. DETAILS RELATING TO DEPOSITS:

The Company has not accepted any public
deposits during the Financial Year ended
March 31,2026 and as such, no amount of
principal or interest on public deposits was
outstanding as on the date of the balance
sheet.

21. DETAILS OF DEPOSITS NOT IN
COMPLIANCE WITH THE REQUIREMENTS
OF THE ACT:

Since the Company has not accepted any
deposits during the Financial Year ended
March 31, 2026, there has been no non¬
compliance with the requirements of the
Act.

22. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS:

Details of Loans, Guarantees and
Investments covered under the provisions of
Section 186 of The Companies Act, 2013
are given in Note no. 5 of Financial
Statements.

23. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive
system of Risk Management. Your
Company has adopted a procedure for
assessment and minimization of probable
risks. It ensures that all the risks are timely
defined and mitigated in accordance with
the well-structured risk management
process.

24. INVESTOR EDUCTION AND
PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of
the Act, Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 (“IEPF Rules”) read
with the relevant circulars and amendments
thereto, the amount of dividend remaining
unpaid or unclaimed for a period of seven
years from the due date is required to be
transferred to the Investor Education and
Protection Fund (“IEPF”), constituted by the
Central Government.

During the Year, no amount of dividend was
unpaid or unclaimed for a period of seven
years and therefore no amount is required
to be transferred to Investor Education and
Protection Fund under the Section 125(1)
and Section 125(2) of the Act.

25. TRANSFER OF SHARES AND
UNPAID/UNCLAIMED AMOUNTS TO
I N V E S T O R E D U C AT I O N A N D
PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of
the Act, Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 (“IEPF Rules”) read
with the relevant circulars and amendments
thereto, the amount of dividend remaining
unpaid or unclaimed for a period of seven
years from the due date is required to be
transferred to the Investor Education and
Protection Fund (“IEPF”), constituted by the
Central Government.

During the Year, no amount of dividend was
unpaid or unclaimed for a period of seven
years and therefore no amount is required
to be transferred to Investor Education and
Protection Fund under the Section 125(1)
and Section 125(2) of the Act.

26. RELATED PARTY TRANSACTIONS:

During the financial year under review, the
Company entered into transactions with

related parties in the ordinary course of
business and on an arm’s length basis,
wherever applicable. The details of
related party transactions, as required
under the applicable Accounting
Standards, are disclosed in the Notes to the
Financial Statements forming part of this
Annual Report.

Further, the particulars of contracts,
arrangements and transactions with
related parties falling within the provisions
of Section 188(1) of the Companies Act,
2013, if any, are disclosed in Form AOC-2,
annexed to this Report as Annexure — 2,
forming part of this Annual Report.

The allotment of equity shares pursuant to
the Scheme of Arrangement between Keto
Motors Private Limited (Transferor
Company) and Taaza International Limited
(now known as Keto Motors Limited)
(Transferee Company) was undertaken in
accordance with the terms of the Scheme as
sanctioned by the Hon’ble National
Company Law Tribunal. Certain equity
shares under the said Scheme were allotted
to persons who were related parties of the
Company. Such allotment was made
pursuant to and in accordance with the
terms of the Scheme and was not an
independent transaction entered into with
such related parties. Accordingly, the
allotment was effected pursuant to the
Scheme without requiring separate
approval of the shareholders under the
provisions applicable to related party
transactions, the Scheme having been
sanctioned by the Hon’ble National
Company Law Tribunal.

The Company has complied with the
applicable provisions relating to related
party transactions under the Companies
Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations,
2015, including obtaining the requisite
approvals, wherever applicable.

A Policy on materiality of RPTs stipulating
the threshold limits and also on dealing
with, pursuant to SEBI Listing Regulations
has been placed on the Company’s website
https://www.ketomotors.com/Investors.html.

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

The particulars as prescribed under Section
134(3) (m) of the Companies Act, 2013, is
provided hereunder:

A. Conservation of Energy:

Your Company’s operations are not energy
intensive. Adequate measures have been
taken to conserve energy wherever
possible by using energy efficient
computers and purchase of energy efficient
equipment.

B. Research & Development and TechnologyAbsorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and
innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

28. COMMITTEES OF THE BOARD:

There are various Board constituted
Committees as stipulated under the Act and
Listing Regulations namely Audit
Committee, Nomination and Remuneration
Committee and Stakeholders Relationship
Committee. Brief details pertaining to
composition, terms of reference, meetings
held and attendance of these Committees
during the year have been enumerated in
the Corporate Governance Report.

30. COMPOSITION OF CSR COMMITTEE
AND CONTENTS OF CSR POLICY:

Since your Company does not have net
worth of Rs. 500 Crores or more or turnover
of Rs. 1000 Crores or more or a net profit
of Rs. 5 Crores or more during the financial
year, section 135 of the Companies Act,
2013 relating to Corporate Social
Responsibility is not applicable and hence
the Company need not adopt any
Corporate Social Responsibility Policy.

31. VIGIL MECHANISM/ WHISTLE BLOWER
POLICY:

The Company has formulated a Vigil
Mechanism / Whistle Blower Policy
pursuant to Reg. 22 of SEBI (Listing
Obligations and Disclosure Requirements),
Regulations 2015 and Section 177(10) of
the Companies Act 2013, enabling
stakeholders to report any concern of
unethical behavior, suspected fraud or
violation.

The said policy which is available on the
company’s website inter-alia provides
safeguard against victimization of the
Whistle Blower. Stakeholders including
directors and employees have access to the
Vice Chairman and Managing Director and
Chairperson of the Audit Committee.

During the year under review, no
stakeholder was denied access to the
Chairperson of the Audit Committee.

32. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS:

The Hon’ble National Company Law
Tribunal (“NCLT”), Hyderabad Bench, vide
Order dated 01.10.2024 (“Insolvency
Commencement Order”) had initiated
Corporate Insolvency Resolution Process
(“CIRP”) against the Company, based on the
petition filed by the Financial Creditor
under Section 7 of the Insolvency and
Bankruptcy Code, 2016 (“the Code”) and
has approved the Resolution Plan submitted
by the resolution applicants vide its Order
dated 12.06.2025.

Further the Hon’ble National Company Law
Tribunal (“NCLT”), Hyderabad Bench, vide
Order dated 28.11.2025, a Certified copy
of the same received on 24.12.2025
confirming successful implementation of the
resolution plan.

33. STATUTORY AUDITORS AND STATUTORY
AUDITORS REPORT:Statutory Auditors:

The Board in its meeting held on
06.08.2025 appointed M/s. Boppudi &

Associates, as Statutory Auditors for the FY
2024-25 and FY 2025-26 till the
conclusion of the Annual General Meeting
of the Company to be held in the year

2025 and in the Extra Ordinary General
Meeting held on 25th Day of September
2025, members also accorded their
approval for this appointment.

Further M/s. Boppudi & Associates was re¬
appointed as the statutory auditor to hold
office for a period of 5 (five) consecutive
years commencing from the conclusion of
the 25 th Annual General Meeting till the
Annual General Meeting of the Company
to be held for the financial year 2029-30.

The Auditors’ Report for fiscal 2026 does
not contain any qualification, reservation
or adverse remark. The Auditors’ Report is
enclosed with the financial statements in this
Annual Report. The Company has received
audit report with unmodified opinion for
audited financial results of the Company
for the Financial Year ended March 31,

2026 from the statutory auditors of the
Company. The Auditors have confirmed
that they have subjected themselves to the
peer review process of Institute of
Chartered Accountants of India (ICAI).

34. INTERNAL AUDITOR:

M/s. Sriramamurthy & Co., Hyderabad
were appointed as the Internal Auditor for
Financial year 2025-26 for conducting the
internal audit of the company for the
financial year 2025-26. The main thrust of
internal audit is to test and review controls,
appraisal of risks and business processes,
besides benchmarking controls with best
practices in the industry.

The summary of Significant Audit
Observations along with recommendations
and its implementations are reviewed by
the Audit Committee on a periodical basis
and concerns, if any, are reported to
Board. There were no adverse remarks or

qualification on accounts of the Company
from the Internal Auditor.

The Board of Directors at their meeting held
on 30 th June 2026 have appointed M/s. M
M Reddy & Co. (FRN: 010371S), Chartered
Accountants, as the Internal Auditors of the
company for the financial year 2026-27.

35. SECRETARIAL AUDITOR:

In terms of the provisions of Regulation 24A
& other applicable provisions of the
Securities and Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI
Listing Regulations”) read with Circulars
issued thereunder from time to time and
Section 204 and other applicable
provisions of the Companies Act, 2013, if
any read with Rule 9 of the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (“the
Act”), M/s. P. Srinivas & Associates., Practicing
Company Secretaries were appointed as
Secretarial Auditors of the Company for a
period of 5 consecutive years, from April 1,
2025 to March 31, 2030.

The Secretarial Audit was carried out by
M/s. P. Srinivas & Associates, Company
Secretaries (CP No. 23988) for the
financial year ended March 31, 2026. The
Report given by the Secretarial Auditor is
annexed herewith as Annexure- 1 and
forms integral part of this Report.

The Secretarial Audit Report does not
contain any qualification, reservation or
adverse remark.

36. SECRETRIAL STANDARDS:

The Company has complied with the
applicable provisions of the Secretarial
Standards issued by the Institute of
Company Secretaries of India and notified
by Ministry of Corporate Affairs.

37. POLICY ON DIRECTOR’S APPOINTMENT
AND REMUNERATION:

In adherence to the provisions of Section
134(3)(e) and 178(1) & (3) of the
Companies Act, 2013, the Board of
Directors upon recommendation of the
Nomination and Remuneration Committee
approved a policy on Director’s
appointment and remuneration, including,
criteria for determining qualifications,
positive attributes, independence of a
Director and other matters. The same is
available on the company’s website.

38. ANNUAL RETURN:

As required pursuant to section 92(3) of
the Companies Act, 2013 and rule 12(1)
of the Companies (Management and
Administration) Rules, 2014, an annual
return is uploaded on website of the Company
https: / / www.ketomotors.com/Investors.ht
ml

39. DISCLOSURE ABOUT COST AUDIT:

Maintenance of cost records and
requirement of cost audit as prescribed
under the provisions of Section 148(1) of
the Act, are not applicable for the business
activities carried out by the Company.

40. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:

Management discussion and analysis report
for the year under review as stipulated
under Regulation 34 (e) read with schedule
V, Part B of SEBI (Listing Obligations and
Disclosure Requirements), Regulations
2015 with the stock exchange in India is
annexed herewith as Annexure- 3 to this
report.

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 reasonably anticipated, that
could impair or impact their ability to
discharge their duties with an objective

independent judgement and without any
external influence.

During the year, Independent Directors of
the Company had no pecuniary relationship
or transactions with the Company, other
than sitting fees, commission and
reimbursement of expenses incurred by
them for the purpose of attending meetings
of the Board of Directors and Committee(s).

41. CORPORATE GOVERNANCE AND
SHAREHOLDERS INFORMATION:

As per the Regulation 34(3) read with
Schedule V of the Securities and Exchange
Board of India (Listing Obligations and
Disclosure Requirements), Regulations,

2015 the Corporate Governance which
form an integral part of this Report, are
attached as “ANNEXURE - 4”, together
with the Certificate from the auditors of the
Company regarding compliance with the
requirements of Corporate Governance.

42. NON-EXECUTIVE DIRECTORS’
COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive
Directors has any pecuniary relationship or
transactions with the Company which in the
Judgment of the Board may affect the
independence of the Directors, except as
mentioned in the corporate governance
Report which is forming a part of this
Annual report.

43. CORPORATE INSOLVENCY RESOLUTION
PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE,

2016 (IBC):

The National Company Law Tribunal
(“NCLT”), Hyderabad Bench, vide interim
Order dated 01.10.2024 (“Insolvency
Commencement Order”) had initiated
Corporate Insolvency Resolution Process
(“CIRP”) based on petition filed by the
Financial Creditor under Section 7 of the
Insolvency and Bankruptcy Code, 2016
(“the Code”). Hon’ble NCLT vide its Orders

dated 12.06.2025 approved the
Resolution Plan submitted by Resolution
applicant. The Resolution Plan was
implemented including payment to the
financial and operational creditors. The
Hon’ble National Company Law Tribunal
(“NCLT”), Hyderabad Bench, vide Order
dated 28.11.2025 and a Certified copy
of the same received on 24.12.2025
confirmed successful implementation of the
resolution plan.

44.CODE OF CONDUCT FOR THE
PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the
Insider Trading Policy in accordance with
the requirements of the SEBI (Prohibition of
Insider Trading) Regulation, 2015. The
Insider Trading Policy of the Company lays
down guidelines and procedures to be
followed, and disclosures to be made
while dealing with shares of the Company,
as well as the consequences of violation.
The policy has been formulated to
regulate, monitor and ensure reporting of
deals by employees and to maintain the
highest ethical standards of dealing in
Company securities.

The Insider Trading Policy of the Company
covering code of practices and procedures
for fair disclosure of unpublished price
sensitive information and code of conduct
for the prevention of insider trading is
available on our website (https://
www.ketomotors.com/Investors.html).

However, subsequent to the end of the
financial year, certain non-compliances by
Mr. Vegesna Sri Suryanarayana Raju and
Mr. Venkata Sunil Kumar Konagalla,
Promoters of the Company, were noted in
relation to transactions in the equity shares
of the Company. The transactions involved
sale of 1,20,000 shares by Mr. Raju resulting
in a profit of approximately ' 1.27 crore
and purchase of 116 shares by Mr.
Konagalla for ' 19,360/-. The
transactions were undertaken without the
requisite pre-clearance, and Mr. Raju’s
transaction also constituted a contra trade
and involved non-compliance with the
applicable SEBI provisions relating to
Minimum Public Shareholding.

The Board, based on the recommendations
of the Audit Committee, directed Mr. Raju
and Mr. Konagalla to remit approximately
' 1.27 crore and ' 19,360/- respectively
to the Investor Protection and Education
Fund administered by SEBI, and issued
formal warning letters and obtained
undertakings from both Promoters
regarding future compliance and
responsibility for any consequences arising
from the violations. Mr. Konagalla has
subsequently deposited ' 19,361/- with
SEBI’s Investor Protection and Education
Fund, while Mr. Raju has represented that
he would approach SEBI for settlement and
has created a Fixed Deposit of ' 1.27 crore
with a lien in favour of the Company
pending the outcome.

45. DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORK
PLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual
harassment at workplace and has adopted
a Policy on Prevention, Prohibition, and
Redressal of Sexual Harassment at
workplace. This is in line with provisions of
the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (‘POSH Act’) and the
Rules made thereunder. With the objective
of providing a safe working environment,
all employees (permanent, contractual,
temporary, trainees) are covered under this
Policy. The policy is available on the
website at https://www.ketomotors.com/
Investors.html

As per the requirement of the POSH Act
and Rules made thereunder, the Company
has constituted an Internal Committee at all
its locations known as the Prevention of
Sexual Harassment (POSH) Committees, to
inquire and redress complaints received
regarding sexual harassment. During the
year under review, there were no Complaints
pertaining to sexual harassment.

46. DETAILS OF DIFFERENCE BETWEEN
VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE
AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS:

During the year under review, there has
been no one-time settlement of loans taken
from banks and financial institutions.

47. FAILURE TO IMPLEMENT CORPORATE
ACTIONS:

During the year under review, no corporate
actions were done by the Company which
were failed to be implemented.

48. INDUSTRY BASED DISCLOSURES AS
MANDATED BY THE RESPECTIVE LAWS
GOVERNING THE COMPANY:

The Company is not a NBFC, Housing
Companies etc., and hence Industry based
disclosures is not required.

49. POLICIES:

The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015
mandated the formulation of certain
policies for all listed companies. All the
policies are available on our website i.e.
https://www.ketomotors.com/Investors.html.

50. EVENT BASED DISCLOSURES:

During the year under review, the Company
has not taken up any of the following
activities except as mentioned:

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights:
NA

c) Issue of shares under employee’s stock
option scheme: NA

d) Disclosure on purchase by Company or
giving of loans by it for purchase of its
shares: NA

e) Buy back shares: NA

f) Disclosure about revision: NA

g) Preferential Allotment of Shares:

The Company was admitted into Corporate
Insolvency Resolution Process (“CIRP”). The
Hon’ble National Company Law Tribunal
(“NCLT”), Hyderabad Bench, vide Order
dated 01.10.2024 (“Insolvency
Commencement Order”) had initiated
Corporate Insolvency Resolution Process
(“CIRP”) against the Company, based on
the petition filed by the Financial Creditor
under Section 7 of the Insolvency and
Bankruptcy Code, 2016 (“the Code”) and
has approved the Resolution Plan vide its
Orders dated 12.06.2025. As per the
resolution plan the following allotments
were made by the company;

a) Pursuant to In-principle approval dated
24.11.2025 received from BSE and the
receipt of the share subscription
consideration amounting to Rs.
9,10,00,000/- (Rupees Nine Crore Ten
Lakhs only) from the allottees(resolution
applicant) towards CIRP expenses,
employee benefit expenses and
payment to operational and financial
creditors; 91,00,000 (Ninety-One
Lakhs only) equity shares of Rs. 10/-
each at an issue price of Rs. 10/- per
equity share were allotted on
Preferential basis in promoter category
in the board meeting held on 8th
December, 2025.

b) Pursuant to the same In-principle
approval dated 24.11.2025 received
from BSE and the receipt of the share
subscription consideration amounting to
Rs. 25,00,00,000/- (Twenty- Five Crore
only) from 60 (Sixty) allottees (Non
promoter category); 50,00,000 (Fifty
Lakh only) equity shares of Rs. 10/-

each at an issue price of Rs. 50/- per
equity share (including a premium of Rs.
40/- each) were allotted on
Preferential basis to the said allottees
in the board meeting held on 8th
December, 2025.

c) Pursuant to the Scheme of Arrangement
between M/s. Keto Motors Private
Limited (Transferor Company) and M/s.
Taaza International Limited (Transferee
Company) (currently known as Keto
Motors Limited); 3 (Three) Equity shares
of face value of Rs.10/- each of Keto
Motors Limited (formerly known as
Taaza International Limited) were
allotted for every 2 (Two) Equity shares
of face value Rs. 10/- each held by
members in the Keto Motors Private
Limited. Therefore in the meeting of
board of directors of the company held
on 31st March, 2026 a total of
5,60,47,800 equity shares were
allotted to the shareholders of Keto
Motors Private Limited in the promoter
category.

h) Issue of equity shares with differential
rights as to dividend, voting: NA

51. MATERNITY BENEFIT COMPLIANCE:

Your Company is fully compliant with the
provisions of the Maternity Benefit Act,
1961, as amended. All eligible women
employees shall be provided maternity
leave and related benefits in accordance
with the applicable laws. The Company
ensures a safe and supportive working
environment, and remains committed to
promoting the well-being of its women
employees through fair and inclusive
workplace policies.

During the financial year, no employee has
availed maternity benefits under the
provisions of the Maternity Benefit Act.

52. HUMAN RESOURCES

The Company believes that the quality of
its employees is the key to its success and is
committed to providing necessary human
resource development and training
opportunities to equip employees with
additional skills to enable them to adapt to
contemporary technological advancements.

Industrial relations during the year
continued to be cordial and the Company is
committed to maintaining good industrial
relations through effective communication,
meetings and negotiation.

53. APPRECIATION & ACKNOWLEDGEMENTS:

Your Directors place on record their
appreciation for the overwhelming co¬
operation and assistance received from the
investors, customers, business associates,
bankers, vendors, as well as regulatory
and governmental authorities. Your
Directors also thanks the employees at all
levels, who through their dedication, co¬
operation, support and smart work have
enabled the company to achieve a
moderate growth and is determined to
poise a rapid and remarkable growth in
the year to come.

Your Directors also wish to place on record
their appreciation of business constituents,
banks and other financial institutions and
shareholders of the Company, SEBI, BSE,
NSDL, CDSL, Bankers etc. for their continued
support for the growth of the Company.

For and on behalf of the Board
Keto Motors Limited (Formerly known as
Taaza International Limited)

Sd/- Sd/-

Jhansi Sanivarapu Venkatesh Challa

Wholetime Director Director

DIN: 03271569 DIN:08891249

Place: Hyderabad
Date: 29.08.2026