డైరెక్టర్ల నివేదిక Afcom Holdings Ltd.

The Board of Directors hereby submits the report of the business and operations of our company, Afcom Holdings Limited
("Company" or "Afcom"), along with the audited financial statements, for the financial year ended March 31, 2026 (FY 2025-26).

1. FINANCIAL SUMMARY AND HIGHLIGHTS

In FY 2025-26, For the year ended March 31, 2026, the Company achieved a revenue from operations of ? 58,310.84 lakhs,
compared to ?23,871.80 lakhs in the previous year, reflecting strong growth. Including other income of ? 461.71 lakhs
as against ?228.95 lakhs in the previous year, the total income stood at ? 58,772.55 lakhs, higher than ? 24,100.76 lakhs
reported in the previous year.

Total expenses amounted to ? 43,464.00 lakhs, up from ? 18,946.58 lakhs in the previous year, driven mainly by higher
operating costs and increased employee benefit expenses. After accounting for expenses, the Company recorded a
Profit Before Tax of ? 15,308.55 lakhs, nearly triple the ?5,154.18 lakhs reported in the previous year.

Post tax provisions of ? 3,118.19 lakhs as compared to ? 1,460.64 lakhs in the previous year, the Net Profit for the year was
? 12,190.36 lakhs, which is a significant improvement over ?3,693.54 lakhs in the previous year. Earnings per share (EPS)
improved to ?48.73, up from ?16.47 in the previous year.

On the balance sheet front, the Company''s Net Worth stood at ?45,668.18 lakhs as on March 31, 2026, marking a sharp
increase from ?20,485.80 lakhs in the previous year, driven by internal accruals and equity infusion. Total assets rose to ?
93,478.03 lakhs, compared to ? 50,209.39 lakhs in the previous year.

Cash flow from operations remained positive at ?3,599.03 lakhs, compared to negative ?4,500.60 lakhs in the previous
year, reflecting a significant improvement in operating cash generation. The closing cash and bank balance increased
to ?6,205.66 lakhs from ?8.51 lakhs in the previous year, supported by financing activities, including equity infusion and
borrowings, which provided liquidity for the Company''s expansion and capital expenditure requirements.

Details of utilisation of proceeds from Initial Public Offer (IPO):

The Company got Listing Approval from BSE for Initial Public Offer of its Equity Shares of face value of ?.10/- each on
August 09, 2024. The Company has issued 68,36,400 Equity Share of ? 10/- each at a premium of ? 98/- each by way of
Initial Public Offer ("IPO") and got listed on BSE SME Platform of BSE Limited on August 09, 2024. Accordingly, these
Audited Financial Results for the year ended March 31, 2026 are drawn in accordance with the Regulations 33 of the SEBI
(Listing Obligation and Disclosure Requirements) Regulations 2015, as amended.

The details of utilisation of IPO proceeds as on March 31, 2026 is as follows:

Details of utilisation of proceeds from Preferential Allotment:

During the financial year under review, the Company raised funds through a preferential issue in accordance with the
applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended.

Pursuant to the approvals accorded by the Members of the Company, the Company had proposed to issue 12,35,390
Equity Shares of face value of ^10/- each at an issue price of ^863.17/- per Equity Share, out of which 12,10,390 Equity
Shares were actually allotted to the respective allottees on a preferential basis.

The Company also issued and allotted 11,65,000 Fully Convertible Warrants at an issue price of ^863.17/- per Warrant,
aggregating to approximately ^100.56 Crores, to Promoter and Non-Promoter allottees on a preferential basis. Each
Warrant is convertible into one Equity Share of the Company, subject to the terms and conditions of the issue and
applicable regulatory provisions.

The proceeds of the preferential issue are intended to support the Company''s capital expenditure and business expansion
plans, including the induction of Boeing 777 wide-body aircraft.

The details of utilisation of the proceeds of the preferential issue as at March 31, 2026 are disclosed in the relevant
regulatory filings and financial statements of the Company.

The details of utilisation of proceeds from Preferential Allotment as on March 31, 2026 is as follows:

Details of utilisation of proceeds from Qualified Institutional Placement (QIP):

Subsequent to the financial year ended March 31, 2026, the Company raised funds through a Qualified Institutional
Placement ("QIP") in accordance with Chapter VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended, and the applicable provisions of the Companies Act, 2013.

Pursuant to the approval accorded by the Members of the Company and subsequent approvals of the Board, the Company
issued and allotted 26,30,520 Equity Shares of face value of ^10/- each to eligible Qualified Institutional Buyers at an issue
price of ^759.72/- per Equity Share, aggregating to approximately ^199.85 Crores.

The proceeds of the QIP are being utilised towards the objects specified in the Placement Document and in accordance
with the applicable regulatory requirements. Since the QIP was completed subsequent to March 31, 2026, the utilisation
of the QIP proceeds does not form part of the utilisation of funds as at March 31, 2026.

2. REVIEW OF OPERATIONS AND THE STATE OF THE COMPANY’S AFFAIRS

Afcom Holdings Limited, established in 2013, is one of the leading players in the air cargo transportation industry. The
Company was founded by aviation veteran Capt. Deepak Parasuraman, who brings over 25 years of experience in the
sector. The Company leverages its extensive expertise in logistics and aviation to offer seamless airport-to-airport cargo
transport services.

The Company offers a range of cargo solutions and products, including General Cargo, Flying Fresh, Flying Pharma, Flying
Priority, Fly Courier, Project Cargo, Dangerous Goods, and High-Value Cargo. Its services extend across various ASEAN
countries, reflecting the company''s commitment to growth, safety, and service excellence.

The Company''s current fleet comprises three Boeing 737-800 BCF aircraft, which are equipped to handle cargo efficiently
and on time. The company is recognized for its operational excellence and reliability in cargo transportation. To further
enhance its service to its customers, the company offers bonded trucking services through its channel partners, which
strengthens its last-mile connectivity in South India and ensures a comprehensive end-to-end logistics solution.

The Company continues to explore new partnerships and routes to enhance its global service offerings and deliver
maximum value to its customers.

3. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in this Report, there have been no material changes and commitments affecting the
financial position of the Company.

4. DIVIDEND

Considering future growth prospects for the Company, the Board of Directors decided to retain the profits earned and
therefore does not recommend any dividend for the FY 2025-26.

5. TRANSFER TO RESERVES

The Company has transferred an amount of Rs. 12,190.36 lakh to the General Reserve for the FY 2025-26.

6. CHANGE IN THE NATURE OF THE BUSINESS

During the FY 2025-26, there was no change in the nature of Business of the Company and continues to be in the same line
of business as per the main object of the Company.

7. COST AUDIT

The provision of section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014
and Rule 14 of the Companies (Audit and Auditor) Rules, 2014 are not applicable to your Company.

8. SUBSIDIARY COMPANY, JOINT VENTURES AND ASSOCIATE COMPANIES

During the financial year under review, our Company does not have any other subsidiary companies, joint ventures and
associate companies.

Subsequent to the year-end, a Dubai subsidiary named Afcom Cargo FZCO was incorporated and an Indian subsidiary
named Global Indavi Private Limited was acquired in May 2026.

9. CAPITAL STRUCTURE OF THE COMPANY

a. Authorised Capital

During the financial year 2025-26, the authorised capital of the Company increased from Rs. 25,00,00,000/- (Rupees
Twenty Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakhs only) Equity shares of 10/- (Rupees Ten) each
to Rs. 30,00,00,000/- (Rupees Thirty Crore only) divided into 3,00,00,000 (Three Crore only) Equity shares of 10/-
(Rupees Ten) each.

b. Paid-Up Capital

During the financial year 2025-26, due to preferential allotment, the Paid-up share capital of the Company increased
from 24,85,77,060 (Rupees Twenty Four Crore Eighty Five Lakhs Seventy Seven Thousand Sixty only) divided into
2,48,57,706 (Two Crore Forty Eight Lakhs Fifty Seven Thousand Seven Hundred and Six only) equity shares of Rs.
10/- (Rupees Ten) each to 26,06,80,960 (Rupees Twenty Six Crore Six Lakhs Eighty Thousand Nine Hundred and Sixty
only) divided into 2,60,68,096 (Two Crore Sixty Lakhs Sixty Eight Thousand Ninety Six only) equity shares of Rs.10/-
(Rupees Ten) each.

After the same, in the current financial year 2026-27, due to Qualified Institutional Placement, in the month of May
2026, the Paid-up share capital of the Company increased to 28,69,86,160 (Rupees Twenty Eight Crore Sixty Nine
Lakhs Eighty Six Thousand One Hundred and Sixty only) divided into 2,86,98,616 (Two Crore Eighty Six Lakhs Ninety
Six Thousand Six Hundred and Sixteen only) equity shares of Rs.10/- (Rupees Ten) each.

10. DEPOSITS

The Company has not accepted or renewed any deposits falling within the purview of Section 73 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, during the year under review. However, the
Company has filed Form DPT-3 in respect of certain amounts classified as ‘not deposits'', in compliance with Rule 16 of the
Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no disclosures are required under Rule 8(5)(v) and (vi) of
the Companies (Accounts) Rules, 2014.

11. BORROWINGS

As on March 31, 2026, an amount of Rs. 6,225.67 Lakhs was outstanding towards borrowings, which comprises of both
secured and unsecured loans.

12. ISSUE OF SHARES, INCLUDING DISCLOSURE ABOUT ESOP AND SWEAT EQUITY SHARE

a. Buy Back of Securities

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

b. Sweat Equity

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

c. Bonus Shares

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

d. Employees Stock Option Plan

The Company has not granted any Employee Stock Option Plan during the year under review.

e. Initial Public Offer ("IPO")

The Company completed its Initial Public Offer (IPO) and its equity shares were listed on the BSE SME Platform on
August 09, 2024. During FY 2025-26, the Company also issued equity shares pursuant to a preferential allotment, as
disclosed elsewhere in this Report.

f. Preferential Issue of Equity Shares and Convertible Warrants

During the year under review, the Company raised funds by way of preferential issue in accordance with the applicable
provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended.

Pursuant to the approvals accorded by the Members of the Company, the Company issued 12,35,390 Equity Shares
of face value of ^10/- each at an issue price of ^863.17/- per Equity Share, out of which 12,10,390 Equity Shares were
allotted to the respective allottees on a preferential basis.

The Company also issued and allotted 11,65,000 Fully Convertible Warrants at a warrant issue price of ^863.17/- per
Warrant, aggregating to ^100.56 Crores, to Promoter and Non-Promoter allottees on a preferential basis. Each
Warrant is convertible into one Equity Share of the Company, subject to the terms and conditions of the issue and
applicable regulatory provisions.

The proceeds of the preferential issue are intended to support the Company''s capital expenditure and business
expansion plans, including the induction of Boeing 777 wide-body aircraft.

g. Qualified Institutions Placement (“QIP”)

Subsequent to the financial year ended March 31, 2026, the Company raised funds through a Qualified Institutions
Placement (“QIP”) in accordance with Chapter VI of the SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended, and the applicable provisions of the Companies Act, 2013.

Pursuant to the approval accorded by the Members and subsequent approvals of the Board, the Company issued
and allotted 26,30,520 Equity Shares of face value of ^10/- each to eligible Qualified Institutional Buyers at an issue
price of ^759.72/- per Equity Share, aggregating to approximately ^199.85 Crores.

The proceeds of the QIP are being utilised towards the objects specified in the Placement Document and in
accordance with the applicable regulatory requirements.

h. Issue of equity shares with differential rights as to dividend, voting or otherwise

The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

i. Issue of shares (including sweat equity shares) to employees of the Company under any scheme

The Company has not issued any shares (including sweat equity shares) to employees of the Company under any
scheme.

13. CORPORATE GOVERNANCE

During the financial year 2025-26, the paid-up equity share capital of the Company exceeded ^25 Crore. Accordingly, the
Company is no longer eligible for exemption from compliance with the Corporate Governance provisions under Regulation
15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations").

Consequently, the provisions relating to Corporate Governance as prescribed under the Listing Regulations are applicable
to the Company. The Company has accordingly complied with the applicable Corporate Governance requirements during
the financial year 2025-26.

The Corporate Governance Report, along with the requisite disclosures and the Certificate / Report of the Practising
Company Secretary, wherever applicable, forms an integral part of this Annual Report and is annexed hereto.

14. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL &
COMMITTEES OF DIRECTORS

a. Board Members

b. Board Meetings

The Board of Directors meets at regular intervals to deliberate upon and decide on various matters relating to the
Company''s business, operations, strategy and governance. Additional meetings are convened as and when required
to consider and decide upon specific matters. Additionally, the board has also constituted committees to carry out
day-to-day activities and for taking prompt decisions/actions, efficient management and better administration and
co-ordination.

The Company had 6 Board meetings during the financial year under review on:

The time gap between two consecutive Board meetings was less than 120 days and the necessary quorum as per the
Act and the Listing Regulations was also present in all the meetings.

c. Independent Directors

The Company has received necessary declaration from each Independent Director of the Company under the
provisions of Section 149(7) of the Act and applicable provisions of the Listing Regulations, that they meet the
criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.
In the opinion of the Board, the Independent Directors fulfil the criteria of independence as provided under the Act,
Rules made thereunder read with applicable provisions of the Listing Regulations, and they are independent of the
management and also possess requisite qualifications, experience, and expertise and hold highest standards of
integrity. Further, there has been no change in the circumstances affecting their status as Independent Directors of
the Company. The Board has taken on record the declarations of the Independent Directors, after undertaking due
assessment of the veracity of the same.

d. Familiarization Program for Independent Directors

All Directors including Independent Directors are made familiar with their rights, roles and responsibilities in the
company at the time of appointment and also on a recurring basis.

e. Resignation, Cessation and Changes in Key Managerial Personnel

During the year under review, none of the Directors or Key Managerial Personnel have tendered their resignation and
no person was appointed as a Director or Key Managerial Personnel of the Company.

Further, none of the Directors of your Company are disqualified as per the provisions of Section 164(2) of the
Companies Act, 2013. Your directors have made necessary disclosures, as required, under various provisions of the
Companies Act, 2013 and listing regulations.

f. Committees of the Board

The Company has constituted the following Committees of the Board of Directors:

i. Audit Committee

Pursuant to the provisions of Section 177 of the Companies Act, 2013, Composition of the Audit Committee is as
follows:

Your Company has in place Whistle Blower Policy approved by Board of Directors in compliance with the
provisions of Section 177 (10) of the Companies Act, 2013.

ii. Nomination and Remuneration Committee

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Composition of the Nomination and
Remuneration Committee is as follows:

iii. Stakeholders Relationship Committee

Pursuant to the provisions of Section 178(5) of the Companies Act, 2013, Composition of the Stakeholders
Relationship Committee is as follows:

i. Borrowings Committee

Based on the requirement by the Management, a Borrowings Committee was constituted under the Powers of
the Board pursuant to the provisions of Section 179 of the Companies Act, 2013 in the Board meeting held on
May 27, 2025. Composition of the Borrowings Committee is as follows:

g. Committee Meetings

i. During FY 2025-26, the Audit Committee met 5 times on May 27, 2025, August 06, 2025, November 12, 2025,
December 17, 2025 and February 10, 2026. The attendance of committee is tabled below:

ii. During the FY 2025-26, the Nomination and Remuneration Committee met 2 times on May 27, 2025 and
November 12, 2025. The attendance of the committee is as tabled below:

iv. Corporate Social Responsibility Committee

Pursuant to the provisions of Section 135 of the Companies Act, 2013, Composition of the Corporate Social
Responsibility Committee is as follows:

iii. During the FY 2025-26, the Stakeholders Relationship Committee met 1 time on March 25, 2026. The attendance

of the committee is as tabled below:

iv. During the FY 2025-26, the Corporate Social Responsibility Committee met 2 times on February 10, 2026 and
March 26, 2026. The attendance of the committee is as tabled below:

v. During the FY 2025-26, the Borrowings Committee met 6 times on July 03, 2025, August 11, 2025, September
29, 2025, October 17, 2025, January 08, 2026 and March 23, 2026. The attendance of the committee is as tabled
below:

h. Board Diversity

A diverse Board enables efficient functioning through differences in perspective and skill and also fosters
differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge
and geographical background. The Company follows diverse Board structure.

i. Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,
2026, are as under:

j. Board Evaluation

The Companies Act 2013 states that a formal annual evaluation needs to be made by the Board and Schedule IV
of the Companies Act 2013 states that the performance evaluation of Independent Directors shall be done by the
entire Board of Directors, excluding the Director being evaluated. The performance of the Board was evaluated by
the Board and after seeking inputs from all the Directors on the basis of the criteria such as the Board composition
and structure, effectiveness of Board processes, information flow, frequency of meetings and functioning etc.
The performance of the Committees was evaluated by the Board and after seeking inputs from the Committee
Members. In a separate Meeting of Independent Directors, performance of the Board as a whole and performance of
the Chairman was evaluated.

15. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge, belief and according to the information and explanations obtained by them, your Directors
make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that no
material departures have been made for the same;

b) appropriate accounting policies have been selected and applied consistently, and have 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 as
of March 31, 2026 and of the Profit of the Company for the year ended March 31, 2026;

c) proper and sufficient care have been taken for 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 annual accounts have been prepared 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 were 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.

16. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),
Regulations, 2015, a Management Discussion and Analysis Report is attached to the Annual Report.

17. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013,
are disclosed in the Notes to the Financial Statements.

18. RELATED PARTY TRANSACTIONS

With reference to Section 134(3)(h) of the Act, all contracts, and arrangements with related parties under Section 188(1) of
the Act, entered by the Company during the financial year, were approved by the Audit Committee and wherever required,
also by the Board of Directors.

Further, during the year, the Company had not entered into any transaction with related parties which constituted a
material related party transaction under the applicable provisions of the Listing Regulations and the Company''s Policy on
Materiality of Related Party Transactions.

During the financial year under review, the Company entered into certain contracts or arrangements with related parties
which fall within the scope of disclosure under Section 188 of the Act. Accordingly, the particulars of such contracts or
arrangements, as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014,
are provided in Form AOC-2 annexed to this Report as an annexure in this Annual Report.

You may refer to Related Party transactions in Note No. 40 of the Standalone Financial Statements for more details.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, the Company was required to spend an amount of ^78.83 lakhs towards CSR activities during the financial
year.

During the financial year, the Company incurred CSR expenditure of ^12.50 lakhs towards eligible CSR activities. The
balance unspent amount of ^66.33 lakhs was subsequently contributed to the ‘Prime Minister''s Citizen Assistance and
Relief in Emergency Situations (PM CARES) Fund'' in August 2026, which is an eligible CSR activity under Schedule VII of
the Act.

The Company, in the course of discharging its CSR obligation for the financial year 2025-26, contributed an aggregate
amount of ^68.83 lakhs to the PM CARES Fund in August 2026. Accordingly, the Company''s aggregate CSR expenditure
for the financial year, including the amount contributed to the PM CARES Fund, amounts to ^81.33 lakhs, as against the
CSR obligation of ^78.83 lakhs.

The Company has accordingly fully discharged its CSR obligation for the financial year 2025-26, with an excess CSR
expenditure of ^2.50 lakhs, which may be set off against the CSR obligation of the Company for the immediately
succeeding financial years, subject to the applicable provisions of the Companies (Corporate Social Responsibility Policy)
Rules, 2014 and approval of the Board of Directors.

The Annual Report on CSR Activities, containing the details of the CSR policy, composition of the CSR Committee,
amount spent, projects undertaken and other prescribed disclosures, forms part of this Report as an Annexure.

20. VIGIL MECHANISM / WHISTLE-BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has in place a Vigil Mechanism/Whistle Blower Policy in accordance with Section 177(9) and Section 177(10)
of the Companies Act, 2013 with a view to enable the stakeholders, including Directors, individual employees to freely
communicate their concerns about illegal or unethical practices and to report genuine concerns to the Audit Committee
of the Company. The mechanism provides adequate safeguards against victimisation of Directors or employees who avail
of the mechanism. The Vigil Mechanism has been placed on the website of the Company.

21. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on
the going concern status and the Company''s operations in future.

During the year under review, your Company had not received any complaint.

22. WEBLINK FOR ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for FY 2025-26, will be made available on
the Company''s website and can be accessed at https://afcomcargo.com/investors/corporate-announcements/annual-
return/.

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

i. Your Company is taking utmost care to conserve energy wherever possible.

ii. There was no technology absorption during the year under review.

iii. The foreign exchange earnings and outgo during FY 2025-26 were as follows:

Foreign Exchange Earnings - Rs. 52,978.69 lakhs

Foreign Exchange Outgo - Rs. 38,149.54 lakhs

24. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report pursuant to Regulation 34(2) (f) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on 31st March,
2026.

25. MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on March 25,
2026. The Independent Directors at the meeting, inter-alia, reviewed the following:

• Performance of Non-Independent Directors and Board as a whole.

• Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non¬
Executive Director.

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and the
Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate
Affairs (‘IICA'') towards the inclusion of their names in the data bank and they meet the requirements of proficiency self¬
assessment test. The Company has received declarations of independence in accordance with the provisions of the Act
as well as the LODR Regulations from all the Independent Directors.

26. GENERAL BODY MEETINGS / POSTAL BALLOT

Subsequent to the financial year ended March 31, 2026, the Company conducted a Postal Ballot through remote e-voting
pursuant to Sections 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management
and Administration) Rules, 2014, the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and other applicable provisions.

The Postal Ballot Notice dated April 08, 2026 was issued to seek approval of the Members for the appointment of M/s.
S.A.E. & Associates LLP, Company Secretaries, as the Secretarial Auditors of the Company for a term of five consecutive
financial years from FY 2025-26 to FY 2029-30.

The resolution proposed through Postal Ballot was an Ordinary Resolution. The remote e-voting commenced on April 09,
2026 at 09:00 a.m. (IST) and concluded on May 08, 2026 at 05:00 p.m. (IST).

Ms. Sri Vidhya Kumar, Practising Company Secretary (FCS Membership No. F11114 and Certificate of Practice No. 20181),
was appointed as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.

The resolution was approved by the Members with the requisite majority. The voting results and the Scrutinizer''s Report
were duly submitted to the Stock Exchange and made available on the website of the Company.

27. ADEQUACY OF INTERNAL CONTROLS AND COMPLIANCE WITH LAWS

The Company has in place adequate internal financial controls with reference to financial statements. During the year
under review, such controls were tested and no reportable material weakness in the design or operation were observed.

28. SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standards 1 and 2 issued by the Institute of
Company Secretaries of India and notified by Ministry of Corporate Affairs.

29. REMUNERATION POLICY

The Company has, on the recommendation of the Nomination & Remuneration Committee, framed and adopted a
Nomination and Remuneration Policy in terms of the Section 178 of the Act. The policy, inter alia, lays down the principles
relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel and senior
management personnel of the Company. The Nomination & Remuneration Policy of the Company is available on the
website of the Company.

30. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES

None of the Independent/Non-Executive Directors have any pecuniary relationship or transactions with the Company
which in the Judgement of the Board may affect the independence of the Director.

31. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 and the Rules made thereunder are as follows:
Number of employees as on the closure of financial year:

In terms of the proviso to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the statement containing the names and other particulars of employees drawing remuneration in excess of the
limits prescribed under Rule 5(2) is available for inspection at the registered office of the Company during business hours.
Any member interested in obtaining a copy thereof may write to the Company Secretary at the registered office of the
Company.

The disclosures relating to remuneration of Directors and employees as required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
provided as an Annexure forming part of this Report.

32. AUDITORS

a. Statutory Auditors

The shareholders of the company at the 11th Annual General Meeting held on July 15, 2024 appointed M/s. PPN &
Company (Firm Registration Number: 013623S), as the Statutory Auditors of the Company to hold office till conclusion
of the Annual General Meeting to be held in FY 2025-26. The Company has received confirmation from them that
their appointment is within the limits specified under the Act and are eligible to continue as Auditors of the Company.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the requirement of obtaining a Secretarial Audit Report in Form MR-3
is applicable to every listed company and such public companies which meet the prescribed thresholds of paid-
up share capital or turnover. M/s. S.A.E. & Associates LLP, Company Secretaries, was appointed as the Secretarial
Auditor of the Company for a term of five consecutive financial years from FY 2025-26 to FY 2029-30 pursuant to the
approval of the Members through Postal Ballot.

c. Internal Auditors

M/s. KRMM & Associates (Firm Registration Number: 020764S) performs the duties of Internal Auditors of the
Company.

33. AUDITORS’ REPORT

There are no qualifications, reservations, adverse remarks or disclaimers in the Statutory Auditor''s Report and Secretarial
Audit Report for FY 2025-26. The Auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013.

34. MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of Cost Records under Section 148(1) of the Companies
Act, 2013 for the Company.

35. RISK MANAGEMENT POLICY

The Company has a Proper Risk Management Policy towards Operations and Administrative affairs of the Company. The
Directors review the Policy at regular intervals of time and ensure Proper Implementation of the Policy.

36. LISTING OF EQUITY SHARES

Our Company''s shares were listed with BSE Limited (BSE SME platform) on August 09, 2024.

During the financial year 2025-26 under review, your Company had listed 12,10,390 equity shares issued through Preferential
Allotment with BSE.

Subsequently, during the current financial year 2026-27, your Company had listed 26,30,520 equity shares issued through
Qualified Institutional Placement with BSE.

Your Company has paid the requisite Annual Listing Fees for FY 2025-26.

37. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace. During FY 2025-26, the Company has
not received any complaints of sexual harassment. The company has formed Internal Complaint Committee to address
issues pertaining to sexual harassment at workplace, during the period under the review no complaint has been received
to Internal Complaint Committee. During FY 2025-26, there were no complaints received or pending.

Summary of sexual harassment complaints received and disposed of during the financial year:

38. DISCLOSURE RELATING TO LOANS AND ADVANCES TO FIRMS / COMPANIES IN WHICH
DIRECTORS ARE INTERESTED BY NAME AND AMOUNT

During the financial year under review, your Company did not provide any loans / advances, to any Firms / Companies in
which Directors are interested.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL
YEAR

During the financial year under review, there is no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016.

40. 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 THEREOF

During the financial year under review, our Company has not opted for any one-time settlement, hence disclosure under
this clause is not applicable for the Company.

41. GENERAL DISCLOSURE

During the financial year under review, we have raised funds through preferential allotment of equity shares, convertible
warrants.

Other than the above, there were no transactions requiring disclosure or reporting in respect of matters relating to:

a) issue of equity shares with differential rights as to dividend, voting or otherwise;

b) issue of shares (including sweat equity shares) to employees of the Company under any scheme;

c) instance of one-time settlement with any bank or financial institution.

After the above, in May 2026 we have raised money through qualified institutional placement.

42. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Pursuant to Regulation 34(3) read with Schedule V, Part C, Clause (10)(i) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the requirement relating to obtaining a certificate from a Practising Company Secretary
regarding non-disqualification of Directors has been annexed as an Annexure to the Corporate Governance Report

43. COMPLIANCE WITH RESPECT TO THE MATERNITY BENEFIT ACT, 1961

During the financial year under review, our Company has complied with provisions relating to The Maternity Benefit Act,
1961.

44. ACKNOWLEDGEMENTS

Our Directors take this opportunity to acknowledge all stakeholders of the Company viz members, customers, suppliers,
bankers, business partners/associates, financial institutions and various regulatory authorities for their consistent
support/encouragement to the Company.

For and on behalf of the Afcom Holdings Limited
Sd/-

Name : Capt. Deepak Parasuraman
Designation : Chairman & Managing Director
DIN : 00699855
Date : August 31, 2026
Place : Chennai

Sd/-

Name : Mr. Kannan Ramakrishnan
Designation : Whole-Time Director
DIN : 08202306
Date : August 31, 2026
Place : Chennai