Your Directors hereby present the 8th 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 31st March, 2025.

1. Financial Results:

The financial performance of the Company for the Financial Year ended on 31st March, 2025 and for the previous financial year ended
on 31st March. 2024 is aiven below:

2. Operations:

Standalone: The total revenue for Financial Year 2024-25 is
Rs. 7,302.32 Lakhs as compared to total revenue of Rs. 2,323.45
Lakhs for previous Financial Year. The Company has incurred
Profit before tax for the Financial Year 2024-25 of Rs. 2,403.21
Lakhs as compared to Profit before tax of Rs. 650.53 Lakhs for
previous Financial Year. The Net Profit after tax for the Financial
Year 2024-25 is Rs. 1,762.24 Lakhs as compared to Net Profit after
tax Rs. 488.87 Lakhs as compared for previous Financial Year.
The Directors are continuouslhy looking for the new avenues for
future growth of the Company and expect more growth in the
future period.

Consolidated: The total revenue for Financial Year 2024-25 is
Rs. 7,302.32 Lakhs. The Company has incurred Profit before tax
for the Financial Year 2024-25 of Rs. 2,403.21 Lakhs. The Net
Profit after tax for the Financial Year 2024-25 is Rs. 1,762.24
Lakhs. The Directors are continuously looking for the new
avenues for future growth of the Company and expect more
growth in the future period.

3. Change In Nature Of Business, If Any:

During the Financial Year 2024-25, while the Company
continued to build upon its strong foundation in IT services
such as web and mobile app development, custom software
solutions, and digital transformation services, it has naturally
evolved its offerings in line with market opportunities and
emerging technologies. The portfolio now encompasses
Intelligent Robotic Solutions, AI services and platforms,
integrated software solutions, and IoT-based smart connectivity
systems—enabling the Company to deliver end-to-end,
technology-driven solutions that combine software, hardware,
and AI for diverse industry applications. This strategic
broadening of capabilities represents a progression of our core
competencies rather than a departure from them, aligning with
our long-term vision for sustainable growth and innovation.

4. Weblink Of Annual Return:

Pursuant to Section 92(3) read with Sectionl34(3)(a) of the Act, the
Annual Return as on March 31, 2025 is available on the
Company's website at www.kodvtechnolab.com.

5. Share Capital

A - Authorised Share Capital: The authorised Equity share
capital of the Company as on 31st March, 2025 is Rs. 14,50,00,000/-
(Rupees Fourteen Crores Fifty Lakhs Only) divided into
1,45,00,000 (One Crore Forty-Five Lakhs) Equity Shares of Rs. 10/-
(Rupees Ten Only) each.

B - Paid Up Share Capital: The paid-up Equity share capital
of the Company as on 31st March, 2025 is Rs. 12,74,75,600/-
(Rupees Twelve Crore Seventy Four Lakhs Seventy Five
Thousand Six Hundred Only) divided into 1,27,47,560 (One Crore
Twenty Seven Lakhs Forty Seven Thousand Five Hundred and
Sixty) equity shares of Rs. 10/- (Rupees Ten Only).

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 2024-25 (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 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
31st March, 2025 is transferred to profit and loss account of the
Company under Reserves and Surplus.

9. 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

The wholly owned Subsidiary Company of the i.e. M/s. Kody
Media Private Limited has raised an aggregate amount of
71,129.75 Lakhs through a preferential allotment of equity shares
of 1,278 equity shares on a cash basis and 107 equity shares for
consideration other than cash having a face value of 710 each at
an issue price of 788,400 per share, which includes a securities
premium of 788,390 per share. Consequent to the said allotment,
Kody Media Private Limited has become a subsidiary of the
Company.

10. 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.

11. Meetings Of The Board Of Directors:

The Directors of the Company met at regular intervals at least
once in a quarter with the gap between two meetings not
exceeding 120 days to take a view of the Company’s policies and
strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 10
(Ten) times viz. 6th May, 2024, 31st May, 2024, 8th June, 2024,
23rd July, 2024, 14th August, 2024, 21st August, 2024,

24th October, 2024, 9th December, 2024, 31st January, 2025 and
29th March, 2025

12. 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 31st March, 2025 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
31st March, 2025.

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.

13. Corporate Social Responsibility (CSR)

During the year under review Company is covered under the
criteria of the provision of Section 135 of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014. The Company has formed the CSR Committee as per
the Section 135 of the Companies Act, 2013. On recommendation
of CSR Committee, the Board of Directors of the Company has
approved the CSR Policy and also has identified the areas in
which Company will spent the required amount as per the
provisions of the Companies Act, 2013.

14. 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.

15. Particulars Of Contracts Or Arrangements Made
With Related Parties:

Pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014, the details of contracts/
arrangements entered with related parties in prescribed Form
AOC-2, is annexed herewith as Annexure -1 to this Report.

16. 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.

17. 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.

18. Reserves & Surplus

19. 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.

20. 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.

21. Policy On Director's Appointment And
Remuneration:

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.kodvtechnolab.com.

22. 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:

i. On 23rd July, 2024, Company has incorporated a Subsidiary
Company i.e. M/s. Kody Middle East Holding LLC. M/s. Kody
Technolab Limited has agreed to subscribe 75% of Share Capital
(AED) in M/s. Kody Middle East Holding LLC.

ii. On 10th January, 2025, Company has incorporated a Wholly
Owned Subsidiary i.e. M/s. Kody Media Private Limited, Company
has subscribed 99.99% of share capital in M/s. Kody Media
Private Limited.

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

iv. On 29th March, 2025 Company has entered into a Joint
Venture Agreement with M/s. Vira Drones SA, a Company
incorporated under the appropriate laws of the Switzerland.

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.

23. 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.

24. Reporting Of Frauds By The Auditors:

During the year under review, neither the Statutory nor the
Secretarial Auditors has reported to the Audit Committee under
Section 143(12) of the Companies Act, 2013 any instances of fraud
committed against the Company by its officers or employees, the
details of which would need to be mentioned in the Board's
Report.

25. 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.

26. Statement On Annual Evaluation Of Board's
Performance:

The Board evaluated the effectiveness of its functioning, that of
the Committees and of individual Directors, pursuant to the
provisions of the Act and SEBI Listing Regulations. The Board
sought the feedback of Directors on various parameters including:

> Degree of fulfillment of key responsibilities towards
stakeholders (by way of monitoring corporate governance
practices, participation in the long-term strategic planning,
etc.);

> Structure, composition, and role clarity of the Board and
Committees;

> Extent of co-ordination and cohesiveness between the Board
and its Committees;

> Effectiveness of the deliberations and process management;

> Board / Committee culture and dynamics and

> Quality of relationship between Board Members and the
Management

The above criteria are broadly based on the Guidance Note on
Board Evaluation issued by the Securities and Exchange Board of
India on January 5,2017.

The Chairman of the Board had one-on-one meetings with each
Independent Director and the Chairman of the Nomination and
Remuneration Committee had one-on-one meetings with each
Executive and Non-Executive, Non-Independent Directors. These
meetings were intended to obtain Directors' inputs on
effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of
Non-Independent Directors, the Board as a whole, and the
Chairman of the Company was evaluated, taking into account the
views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the
performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the
independent directors and the meeting of Nomination and
Remuneration Committee, the performance of the Board, its
committees, and individual directors was discussed.

The evaluation process endorsed the Board Members' confidence
in the ethical standards of the Company, the resilience of the
Board and the Management in navigating the Company during
challenging times, cohesiveness amongst the Board Members,
constructive relationship between the Board and the
Management, and the openness of the Management in sharing
strategic information to enable Board Members to discharge their
responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its
own performance and that of its committees and individual
directors as per the formal mechanism for such evaluation
adopted by the Board. The performance evaluation of all the
Directors was carried out by the Nomination and Remuneration
Committee.

The performance evaluation of the Chairman, the Non-
Independent Directors and the Board as a whole was carried out
by the Independent Directors. The exercise of performance
evaluation was carried out through a structured evaluation
process covering various aspects of the Board functioning such
as composition of the Board & committees, experience &
competencies, performance of specific duties & obligations,
contribution at the meetings and otherwise, independent
judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI
(Listing Obligation and Disclosure Requirements) Regulations,
2015, the Board has carried out the annual performance
evaluation of the Directors individually as well as evaluation of
the working of the Board by way of individual feedback from
directors.

The evaluation frameworks were the following key areas:

A - For Non-Executive & Independent Directors:

> Knowledge

> Professional Conduct

> Comply Secretarial Standard issued by ICSI Duties

> Role and functions

A - For Non-Executive & Independent Directors:

> Performance as leader

> Evaluating Business Opportunity and analysis of Risk Reward

> Scenarios

> Key set investment goal

> Professional conduct and integrity

> Sharing of information with Board.

> Adherence applicable government law

The Directors expressed their satisfaction with the evaluation
process.

27. Managing The Risks Of Fraud, Corruption And
Unethical Business Practices:

A - Vigil Mechanism / Whistle Blower Policy: The

Company has established vigil mechanism and framed whistle
blower policy for Directors and employees to report concerns
about unethical behavior, actual or suspected fraud or violation
of Company's Code of Conduct or Ethics Policy.

B - Business Conduct Policy: The Company has framed
"Business Conduct Policy". Every employee is required to review
and sign the policy at the time of joining and an undertaking
shall be given for adherence to the policy. The objective of the
policy is to conduct the business in an honest, transparent and in
an ethical manner. The policy provides for anti-bribery and
avoidance of other corruption practices by the employees of the
Company.

28. Particulars Of Employees:

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 2024-25.

29. Loan From Director / Relative Of Director:

During the year under review, the Company has not entered into any materially significant related party transactions which may have
potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the
part of the notes to financial statement.

30. Directors And Key Managerial Personnel:

The Directors and Key Managerial Personnel of the Company are summarized below:

¹ Mr. Sanjaykumar Kidecha has resigned from the post of Chief Financial Officer of the Company w.e.f. 8th June, 2024 and has been
appointed as Chief Operating Officer of the Company w.e.f. 8th June, 2024

² Mr. Niraj Sanghvi has been appointed as Chief Financial Officer of the Company w.e.f. 8th June, 2024

³ Mr. Pramod Vasave has been appointed as Independent Director of the Company w.e.f. 23rd July, 2024

⁴ Mr. Neeraj Kumar Srivastava has been appointed as Non-Executive Director of the Company w.e.f. 23rd July, 2024

⁵ Ms. Sanchita Ojha has resigned from the post of Company Secretary of the Company w.e.f. 2nd June, 2025

⁶ Ms. Preeti Tolani has been appointed as Company Secretary of the Company w.e.f. 30th May, 2025

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the
Financial Year 2024-25 and till the date of Board's Report.

As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

31. Declaration By Independent Directors:

Mr. Harshil Gajjar, Mr. Bhoomik Patel and Mr. Pramod Vasave,
Independent Directors of the Company have confirmed to the
Board that they meet the criteria of Independence as specified
under Section 149 (6) of the Companies Act, 2013 and they qualify
to be Independent Director. They have also confirmed that they
meet the requirements of Independent Director as mentioned
under Regulation 16 (1) (b) of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015. The confirmations
were noted by the Board.

32. 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.

33. Deposits:

As per Section 73 of the Companies Act, 2013, the Company
has neither accepted nor renewed any deposits during the
financial year. Hence, the Company has not defaulted in
repayment of deposits or payment of interest during the financial
year.

34. Formal Annual Evaluation Process By Board:

Pursuant to the provisions of the Companies Act, 2013 and Rules
made thereunder, the Board has carried the evaluation of its own
performance, performance of Individual Directors, Board
Committees, including the Chairman of the Board on the basis of
attendance, contribution towards development of the Business
and various other criteria as recommended by the Nomination
and Remuneration Committee of the Company. The evaluation of
the working of the Board, its committees, experience and
expertise, performance of specific duties and obligations etc.
were carried out. The Directors expressed their satisfaction with
the evaluation process and outcome.

In a separate meeting of Independent Directors, the performances
of Executive and Non - Executive Directors were evaluated in
terms of their contribution towards the growth and development
of the Company. The achievements of the targeted goals and the
achievements of the expansion plans were too observed and
evaluated, the outcome of which was satisfactory for all the
Directors of the Company.

35. Auditors:

A - Statutory Auditor: M/s. Khandhar & Associates,
Chartered Accountants, (Firm Registration No. 118940W),
Ahmedabad, were appointed as the Statutory Auditors of the
Company.

The Auditor's report for the Financial Year ended 31st March,
2025 has been issued with an unmodified opinion, by the
Statutory Auditor.

B - Secretarial Auditor: The Board of Directors pursuant to
Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, has appointed Mr. Jitendra Parmar,
Proprietor of M/s. Jitendra Parmar & Associates, Company
Secretaries, as a Secretarial Auditor of the Company to conduct
Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is
annexed herewith as Annexure - IV in Form MR-3.

The report of the Secretarial auditor has not made any adverse
remark in their Audit Report except:

A. Compliance of SEBI Circular No: SEBI / HO / DDHS / DDHS -
RACPOD1 / P / CIR / 2023 / 172 dated October 19, 2023 i.e. Non¬
filing of Annual Disclosures of Non-applicability of Large
Corporate for FY 2023-24.

Reply:

We confirm that for the financial year 2023-24, 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.

C - 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.

36. Disclosures

A - Composition of Audit Committee: During the year under review, meetings of members of the Audit committee as tabulated
below, was held on 6th May, 2024, 31st May, 2024, 8th June, 2024, 21st August, 2024 and 24th October, 2024 the attendance records of the
members of the Committee are as follows:

B - Composition of Nomination and Remuneration Committee: During the year under review, meetings of the members
of the Nomination and Remuneration committee, as tabulated below, was held on 8th June, 2024 and 23rd July, 2024 and the attendance
records of the members of the Committee are as follows:

C - Composition of Stakeholders' Relationship Committee: During the year under review, meetings of members of
Stakeholders' Relationship committee as tabulated below, was held on 14th August, 2024 and 29th March, 2025 and the attendance
records of the members of the Committee are as follows:

D - Composition of Corporate Social Responsibility Committee: During the year under review, meetings of members of
Corporate Social Responsibility committee as tabulated below, was held on 21st August, 2024 and the attendance records of the members
of the Committee are as follows:

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 disposed of 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. Maintenance Of Cost Records:

According to information and explanation given to us, the Central Government has not prescribed maintenance of cost records under
section 148(1) of the Act in respect of activities carried out by the Company.

40. 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.

41. 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.

42. 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 Whole-Time Director

Date: 19th August, 2025 DIN: 07409757 DIN: 07792457