DIRECTORS' REPORT

Your Directors are pleased to present the 16^th Annual Report of AvenuesAI Limited (Formerly known as Infibeam Avenues
Limited)("the Company" or "AvenuesAI") along with the Audited accounts of your Company for the Financial Year
ended March 31, 2026.

1. FINANCIAL RESULTS

The Company's financial performance for the year ended March 31, 2026 is summarised below:

(Rs. In Million)

2. KEY FINANCIALS AS ON MARCH 31, 2026

During the year, the Company had transferred
its Platform Business Undertaking on a going
concern basis through a slump sale to Rediff.com
India Limited ("Rediff"), subsidiary of the Company
by entering into a Business Transfer Agreement
(BTA) with Rediff for the transfer of its enterprise
e-commerce software platform buildaBazaar (E2E
Platform) business and accordingly the results
of the Platform business undertaking have been
presented separately as discontinued operations
in standalone financial statements in accordance
with Ind AS 105, "Non-current Assets Held for
Sale and Discontinued Operations". Further, the
comparative figures for the year ended March
31, 2025 have been restated in standalone
financial statements to present the results of the
Platform business undertaking separately from
the Company's continuing operations, as required
under Ind AS 105.

During the Financial Year 2025-26, gross revenue
from continued operations on standalone basis
significantly increased by 114% to Rs. 75,846.8
million as against Rs. 35,463.5 million in the
previous year.

Gross revenue from operations on a consolidated
basis also grew significantly by 103% year-on-
year to Rs. 81,158.5 million as against Rs. 39,925.8
million in the previous year.

The Company witnessed strong growth in value
of transactions processed (TPV), growth in
transaction volumes and significant increase in
merchant addition across all fintech platforms.

Overall, both Payment and Platform businesses
reported strong performance in FY 2026. We have
built a strong pipeline of merchants from whom
we expect a good business going forward as they
grow their business through the digital mode.

The Company's discipline in allocating resources to
key strategic growth areas while optimizing costs
and improving efficiency resulted into a strong
growth in Profit before Tax and Profit after Tax.

The standalone Profit before Tax from continued
operations increased for the year by 9% to Rs.
1,243.1 million as against Rs. 1,142.7 million in
the previous year and Profit after Tax has also
increased for the year by 14% to Rs. 935.5 million
as against Rs. 821.0 million in the previous year.

The consolidated Profit before Tax has increased
for the year by 14% to Rs. 3,454.6 million as
against Rs. 3,020.9 million in the previous year and
Profit after Tax post share of associate has also

increased for the year by 25% to Rs. 2,948.9 million
as against Rs. 2,360.3 million in the previous year.

3. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your
Company for the Financial Year 2025-26 are
prepared in compliance with applicable provisions
of the Companies Act, 2013 ("Act") read with the
Rules made thereunder, applicable Accounting
Standards and the provisions of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as the
"Listing Regulations"). The Consolidated Financial
Statements have been prepared on the basis of
audited financial statements of your Company,
its subsidiaries (including step down subsidiaries)
and associate companies, as approved by their
respective Board of Directors.

The Consolidated Financial Statements together
with the Auditors' Report form part of this Annual
Report.

4. DIVIDEND

In order to conserve resources for business
expansion, your Directors have not recommended
any dividend for the Financial Year 2025-26.

Your Company has formulated a Dividend
Distribution Policy which is disclosed on the website
of the Company and can be accessed athttps://
www.avenuesai.com/code-of-conduct-policies.

5. TRANSFER TO RESERVES

The Company has not transferred any amount
to the general reserves during the Financial Year
2025-26.

6. CHANGE IN THE NATURE OF BUSINESS

a. Sale of Platform Business Undertaking:

During the year under review, the Company
with the approval of Shareholders at the
Annual General Meeting of the Company held
on September 29, 2025, sold and transferred
the Platform Business Undertaking of the
Company, comprising the business of Build
a Bazaar e commerce platform and related
IT infrastructure ("Platform Business") along
with its respective assets and liabilities and
the entire existing investments in Infibeam
Projects Management Private Limited, Wholly
Owned Subsidiary of the Company including
the concerned licenses, consents, approvals,
employees and contracts etc., except the
assets and liabilities specifically excluded
("Undertaking"), as a going concern on a

slump sale basis to Rediff.com India Limited
("Rediff"), the Subsidiary Company, for a
total consideration of not exceeding INR
800.39 Crores and on such other terms and
conditions as set out in the Business Transfer
Agreement ("BTA") executed with Rediff.

b. Expansion of Objects:

During the year under review, the Company
with the approval of Shareholders through
Postal Ballot on January 16, 2026 has
altered the Clause III(A) (Object clause) of its
Memorandum of Association by inserting sub¬
clause No. 9 after existing sub-clause No. 8.
The purpose of this inclusion is to enable the
Company to undertake and expand Al-driven
initiatives and to align the business model
with future technological opportunities.

It reflects the Company's strategic
transformation into an Al-first technology
enterprise. As the Company evolves
its business model, it aims to leverage
cutting-edge technologies such as artificial
intelligence, machine learning, data analytics,
and automation to strengthen and scale its
digital payments and service offerings. The
Company's vision is to create a unified brand
architecture for its upcoming Al-powered
offerings, including predictive payments,
automated customer engagement, low-code/
no-code application frameworks, intelligent
business solutions, and other advanced
digital innovations.

7. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND THE
DATE OF THE REPORT

There were no material changes and commitments
affecting the financial position of your Company
between the end of the Financial Year and date of
this report.

8. SUBSIDIARIES & ASSOCIATE COMPANIES

During the year under review, the following changes
have taken place in subsidiary / associates:

• Your Company has divested its entire 100%
stake in SterloTech Private Limited (Formerly
known as Infibeam Logistics Private Limited)
("SterloTech"), Wholly Owned Subsidiary
of the Company to Sterling Translogistics
Private Limited. Post divestment, SterloTech
ceased to be a Wholly Owned Subsidiary of
the Company.

• Your Company has acquired additional 28.61%
Equity Stake of Rediff.com India Limited
("Rediff.com"). Post-acquisition aggregate
holding of your Company in Rediff.com
India Limited is 82.66%.

• Your Company has divested its entire 100%
stake in Infibeam Projects Management
Private Limited ("IPMPL"), Wholly Owned
Subsidiary of the Company to Rediff.com
India Limited ("Rediff"), Subsidiary of the
Company, pursuant to the slump sale of its
Platform Business, together with the related
assets, liabilities, and investment in IPMPL,
as a going concern. Consequently, IPMPL
ceased to be a Wholly Owned Subsidiary
and became a Step-down Subsidiary of the
Company.

• Your Company has acquired 20% Stake
of Xduce Corporation ("XDUCE"). Post¬
acquisition Xduce Corporation became an
Associate Company of the Company.

Pursuant to Section 129(3) of the Act read with rules
framed thereunder, pursuant to Regulation 33 of the
Listing Regulations and Ind- AS 110 issued by the
Institute of Chartered Accountants of India, Consolidated
Financial Statements presented by the Company
include the financial statements of its subsidiaries and
associates.

A separate statement containing the salient features
of the financial performance of the subsidiaries and
associates for the Financial Year 2025-26 in the
prescribed form AOC - 1 is annexed to the Board's Report
as Annexure - A and forms part of this report. The
Audited Consolidated financial statements together with
Auditors' Report, forms an integral part of the Annual
Report.

The Policy for determining material subsidiaries is
available on the Company's website i.e.https://www.
avenuesai.com/code-of-conduct-policies. The Company
does not have a material subsidiary.

In terms of provisions of Section 136 of Act, separate
audited accounts of the subsidiary Companies shall be
available on website of the Company at www.avenuesai.
com. These documents shall also be made available
for inspection by any Member of the Company at the
Registered Office of the Company during business hours
between 11.00 A.M. to 2.00 P.M. on all working days of
the Company (Except Saturday, Sundays and Public
holiday) up to the date of the AGM.

After the closure of Financial Year 2025-26, the
following changes have taken place in subsidiary:

its meeting held on December 16, 2025, has
approved the conversion of 68,21,82,616
Partly Paid-up Equity Shares into Fully Paid-
up Equity Shares of the Company upon
receipt of the Final Call Money.

Subsequently, Rights Issue Committee
approved issuance of Reminder cum
Forfeiture Notice to the holders of Partly
paid up Equity Shares who have not paid the
First and Final Call Money. The Rights Issue
Committee of the Company, at its meeting
held on February 10, 2026, has approved the
conversion of 79,41,270 Partly Paid-up Equity
Shares into Fully Paid-up Equity Shares of the
Company upon receipt of the First and Final
Call Money.

The Rights Issue Committee approved
issuance of 2^nd Reminder cum Forfeiture
Notice to the holders of Partly Paid-up Equity
Shares who have not paid the First and
Final Call Money and at its meeting held on
March 13, 2026, approved the conversion of
18,50,287 Partly Paid-up Equity Shares into
Fully Paid-up Equity Shares of the Company
upon receipt of the First and Final Call Money.

As on the date of this Report, the First and
Final Call Money in respect of 80,11,550 Partly
Paid-up Equity Shares is yet to be received.

Pursuant to the Rights Issue, the Equity Shares
of the Company stood at 3,48,94,81,069
Equity Shares.

ii. 69,39,701 Equity Shares of Re. 1/- each on
August 02, 2025 to its eligible employees
of the Company under the ESOP Schemes.
Pursuant to this the Equity Shares of the
Company stood at 3,49,64,20,770 Equity
Shares .

Consequently, the issued and subscribed
capital of the Company as on March 31,
2026 was Rs. 3,49,64,20,770 divided into
3,49,64,20,770 Equity Shares of Re. 1/- each
and the paid-up capital of the Company as
on March 31, 2026 was Rs. 3,49,24,14,995
divided into 3,48,84,09,220* Equity Shares
of Re. 1/- each and 80,11,550 Partly Paid-up
Equity Shares of Re. 0.5/- each.

*The First and Final Call Money of Rs. 5/- per
share, in respect of 1,79,670 Partly Paid-up
Equity Shares was received, however, the
conversion of 1,79,670 Partly Paid-up Equity
Shares into Fully Paid-up Equity Shares could
not be completed due to rejection during the
Corporate Action process.

10. CHANGE IN THE NAME OF THE COMPANY

The name of the Company was changed from
"Infibeam Avenues Limited" to "AvenuesAI
Limited" with effect from January 20, 2026. The
new name of the Company reflects significant
transformation of the Company froman e-commerce
and payments infrastructure enterprise to a full-
stack, AI-led digital payment technology Company
and underscores its commitment to embedding
Artificial Intelligence (AI) at the core of its products
and operations.

The website of the Company has been changed
from www.ia.oooto www.avenuesai.comand also
the general / corporate / investors' email id of the
Company has been changed from ir@ia.oooto
ir@avenuesai.com.

11. DEPOSITS

During the year under review, your Company has
not accepted any public deposits within the ambit
of Section 73 read with Companies (Acceptance of
Deposits) Rules, 2014 made under Chapter V of the
Act and any other provisions of the Act, read with
rules made there under. As on March 31, 2026,
there were no deposits lying unpaid or unclaimed.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Composition of Board of Directors is in due
compliance with the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, having an optimum combination
of Executive and Non-Executive Directors.

During the financial year, following were the
changes in the Board of Directors or Key Managerial
Personnel:

The Board of Directors, based on the

recommendation of the Nomination & Remuneration
Committee, approved the appointment of Ms. Girija
Krishan Varma (DIN: 10038009) as an Additional
Women Independent Director effective from
March 06, 2025, and the shareholders approved
her appointment as an Independent Director of the
Company for a period of five (5) consecutive years
up to March 05, 2030, by way of resolution passed
through postal ballot on April 06, 2025.

The Board of Directors, based on the

recommendation of the Nomination & Remuneration
Committee, approved the appointment of Dr.
Neharika Vohra (DIN: 06808439) as an Additional
Women Independent Director effective from
December 11,2025, and the shareholders approved
her appointment as an Independent Director of the
Company for a period of five (5) consecutive years
up to December 10, 2030, by way of resolution
passed through Postal Ballot on January 16, 2026.

The Board of Directors, based on the
recommendation of the Nomination & Remuneration
Committee, approved elevation in Designation of
Mr. Vishwas Ambalal Patel (DIN: 00934823), as
Managing Director and Chief Executive Officer of
the Company effective from December 11, 2025,
and the shareholders approved re-designation by
way of resolution passed through Postal Ballot on
January 16, 2026.

Pursuant to Section 149, 152 and other applicable
provisions of the Act and the Articles of Association
of the Company, Mr. Vishwas Ambalal Patel (DIN:
00934823), is liable to retire by rotation and being
eligible offers himself for re-appointment. As the
re-appointment of Director is appropriate and
in the best interest of the Company, the Board
recommends the re-appointment of the director
for your approval.

Brief details of the Directors proposed to be
appointed/re-appointed as required under
Regulation 36 of the Listing Regulations are
provided in the Notice of the AGM.

During the year under review, the Non-Executive
Directors of the Company had no pecuniary
relationship or transactions with the Company,
other than sitting fees and reimbursement of
expenses, if any.

None of the Directors of the Company have
resigned from the office of Director of the Company
during the year under review.

Key Managerial Personnel of the Company as on
March 31, 2026 comprised of Mr. Vishal Ajitbhai
Mehta, Chairman and Managing Director, Mr.
Vishwas Ambalal Patel, Managing Director and
Chief Executive Officer, Mr. Sunil Bhagat, Chief
Financial Officer and Mr. Shyamal Trivedi, Sr. Vice
President & Company Secretary of the Company.

13. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from
all the Independent Directors of the Company
confirming that they meet with the criteria of
independence as prescribed under Section 149(6)
of the Act and under Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing
Regulations"). They have registered their names
in the Independent Directors data-bank. They
have also affirmed compliance with the Code of
Conduct for Independent Directors as prescribed
in Schedule IV of the Act. In the opinion of the
Board, the Independent Directors of the Company
fulfil the conditions specified under the Act and
Listing Regulations and are independent of the
management.

14. DIRECTOR'S RESPONSIBILITIES STATEMENT

Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of its knowledge and ability,
confirm that:

i. in the preparation of the annual accounts, the
applicable accounting standards have been
followed and there are no material departures;

ii. they have selected such accounting policies
and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view
of the state of affairs of the Company at the
end of the Financial Year and of the profit of
the Company for that period;

iii. they have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of
the Act for safeguarding the assets of the
Company and for preventing and detecting
fraud and other irregularities;

iv. they have prepared the annual accounts on a
going concern basis;

v. they have laid down internal financial controls
to be followed by the Company and such
internal financial controls are adequate and
operating effectively;

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

15. BOARD EVALUATION

Pursuant to applicable provisions of the Act and
the Listing Regulations, the Board, in consultation
with its Nomination & Remuneration Committee,
has formulated a framework containing, inter-
alia, the criteria for performance evaluation of
the entire Board of the Company, its Committees
and individual Directors, including Independent
Directors.

The annual performance evaluation of the Board,
the Chairman, Committees and each Director has
been carried out for the Financial Year 2025-26
in accordance with the framework. The summary
of the evaluation reports was presented to the
Board. The Directors had given positive feedback
on the overall functioning of the Committees and
the Board. The suggestions made by the Directors
in the evaluation process have been suitably
incorporated in the processes. The details of
evaluation process of the Board, its Committees
and individual Directors, including Independent

Directors have been provided under the Corporate
Governance Report which forms part of this Report.

16. FAMILIARIZATION PROGRAMME

The details of the familiarization programme
undertaken during the year have been provided
in the Corporate Governance Report which forms
part of this Report.

The policy on Familiarization programme for
Independent Directors as approved by the Board
is uploaded on the Company's Website athttps://
www.avenuesai.com/code-of-conduct-policies.

17. NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the
Nomination and Remuneration Policy in accordance
with the provisions of the Act read with the Rules
issued thereunder and the Listing Regulations.

This Policy is available on the website of the
Company i.e.https://www.avenuesai.com/code-
of-conduct-policies.

We affirm that the remuneration paid to the
Directors is as per the terms laid out in the
Remuneration Policy of the Company.

18. BOARD MEETINGS HELD DURING THE YEAR

The Board met 6 (Six) times during the Financial
Year 2025-26. The meeting details are provided in
the Corporate governance report that forms part of
this Annual Report. The maximum interval between
any two meetings did not exceed 120 days as
prescribed in the Companies Act, 2013 and Listing
Regulations.

19. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186

Details of loans, guarantees and investments under
the provisions of Section 186 of the Act read with
the Companies (Meetings of Board and its Powers)
Rules, 2014, as on March 31, 2026, are given in the
Notes to the Financial Statements, which forms a
part of this Annual Report.

20. PARTICULARS OF RELATED PARTY
TRANSACTIONS

All transactions entered with Related Parties as
defined under Section 2(76) of the Companies Act,
2013 ("Act") and Regulation 23 of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
("Listing Regulations") during the Financial Year
under review were on an arm's length basis and
were in the ordinary course of business. Prior
omnibus approval was obtained on a yearly basis
for the transactions which were of a foreseeable

and repetitive nature and the same were further
executed on arm's length basis and in the
ordinary course of business. Further, a statement
containing details of all the Transactions executed
with Related Parties was placed before the Audit
Committee and Board of Directors on a quarterly
basis for their review and monitoring. All the
transactions entered with related parties were in
compliance with the applicable provisions of the
Act read with the relevant rules made thereunder
and the Listing Regulations.

During the year under review, all contracts/
arrangements/transactions entered into by the
Company with related parties were in the ordinary
course of business and on arm's length basis and
contracts/arrangements/transactions which were
material, were entered into with related parties
in accordance with the policy of the Company on
Materiality of Related Party Transactions.

Details of contracts/arrangements/transactions
with related party which are required to be
reported in Form AOC-2 in terms of Section 134(3)
(h) read with Section 188 of the Companies Act,
2013 and Rule 8(2) of the Companies (Accounts)
Rules, 2014 are provided in Annexure - B to this
report. Members may refer to Note no. 26 of the
Standalone Financial Statements which set out
Related Party Transactions.

The Policy on Related Party Transactions as
approved by the Board is uploaded on the
Company's Website athttps://www.avenuesai.
com/code-of-conduct-policies.

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

The disclosures to be made under Section 134(3)
(m) of the Act read with rule 8(3) of the Companies
(Accounts) Rules, 2014 by the Company are as
under:

i) Conservation of Energy

Steps taken or Impact on Conservation of
Energy:

The Company strives and makes conscious
efforts to reduce its energy consumption
through business operations of the Company
which are not energy intensive. Some of the
measures undertaken are listed below:

• Usage of LED lights at office spaces
that are more energy efficient.

• Regular monitoring of temperature inside
the office premises and controlling the
Air Conditioning system.

• Optimised cooling within data center
facility to operate within permissible
temperature range of IT equipment.

• PACs are deployed in shifts and
groups to improve efficiency and life of
equipment's.

• Rationalisation of usage of electricity

• Planned preventive maintenance

ii) Technology Absorption

The Company by itself operates into the
dynamic information technology space.
The Company has adequate members in
Technology development functions and keep
updating the changes in technology.

IT team constantly monitor and optimise
usage of proprietary software within company.
They optimise cost by replacing proprietary
software by open source wherever possible.

iii) Foreign Exchange earnings and outgo

Further during the year under review, details
of foreign exchange earnings and outgo are
as given below:

(Rs. in Million)

22. MANAGEMENT DISCUSSION AND ANALYSIS

Management's Discussion and Analysis Report for
the year under review, as stipulated under Listing
Regulations, is presented in a separate section,
forming a part of this Annual Report.

23. CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing
Regulations, a separate report on Corporate
Governance along with a certificate from the
Practicing Company Secretary on its compliance
forms part of this Report as Annexure - C.

24. BUSINESS RESPONSIBILITY ANDSUSTAINABILITY REPORT

Pursuant to the Regulation 34 of the Listing
Regulations, BRSR describing the initiatives taken
by the Company is enclosed as part of this Annual
Report.

25. COMMITTEES OF THE BOARD

Details of various committees constituted by the
Board of Directors as per the provision of the
Listing Regulations and the Companies Act, 2013
are given in the Corporate Governance Report
which forms part of this report.

26. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is attached as Annexure - D which forms part
of this report.

The statement containing particulars of employees
as required under Section 197(12) of the Act read
with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, will be provided upon request. In terms of
Section 136 of the Companies Act, 2013, the Report
and Accounts are being sent to the Members and
others entitled thereto, excluding the information
on employees' particulars which is available for
inspection by the Members at the Registered Office
of the Company during business hours on working
days of the Company. If any member is interested
to inspect the same, such Member may write to
the Company atir@avenuesai.comin this regard.

27. DETAILS OF EMPLOYEE STOCK OPTION PLANS

Employee Stock Option Plan(s) ("the Schemes")
are administered under the instructions and
supervision of the Nomination and Remuneration
Committee ("NRC").

The Schemes are in line with the SEBI (Share
Based Employee Benefits) Regulations, 2014 / SEBI
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SEBI SBEBSE Regulations").
The Company has received a certificate from
the Secretarial Auditors of the Company that the
Schemes are implemented in accordance with the
SEBI SBEBSE Regulations. A copy of the certificate
would be available at the AGM for inspection by
Members. The applicable disclosures as stipulated
under SEBI SBEBSE Regulations with regard to
Employees Stock Option Plans of the Company
are available on the website of the Company at
www.avenuesai.com.

Details of the Employees Stock Option Scheme(s)
is available on the website of the Company at
www.avenuesai.com.

During the year ended March 31, 2026, there has
been no material change in the Company's existing
Schemes and the Schemes are in compliance with
SEBI SBEBSE Regulations.

28. DETAILS OF STOCK APPRECIATION RIGHTS
SCHEME

The Scheme is in line with the SEBI SBEBSE
Regulations. The Company has received a
certificate from the Secretarial Auditors of the
Company that the Scheme is implemented in
accordance with the SEBI SBEBSE Regulations.
The certificate would be available at the AGM for
inspection by Members. The applicable disclosures
as stipulated under SEBI SBEBSE Regulations with
regard to Stock Appreciation Rights of the Company
are available on the website of the Company at
www.avenuesai.com.

Details of the Employees Stock Option Scheme(s)
is available on the website of the Company at
www.avenuesai.com.

During the year ended March 31, 2026, there has
been no material change in the Company's existing
Schemes and the Schemes are in compliance with
SEBI SBEBSE Regulations.

29. AUDITORS AND AUDITORS' REPORTI. STATUTORY AUDITORS:

M/s. Shah & Taparia, Chartered Accountant
(Firm Registration No. - 109463W) were re¬
appointed at the 13^th AGM of the Members of
the Company held on September 26, 2023,
for a period of five (5) years to hold office till
the conclusion of the 18^th AGM.

Your Company has received written
consent(s) and certificate(s) of eligibility in
accordance with Sections 139, 141 and other
applicable provisions of the Act, and Rules
issued thereunder (including any statutory
modification (s) or re-enactment(s) for the
time being in force), from M/s. Shah & Taparia,
Chartered Accountants (Firm Registration No.
- 109463W).

> Statutory Auditors' Report

During the period under review, no incident of
frauds was reported by the Statutory Auditors
pursuant to Section 143(12) of the Act. The
Auditors' Report is enclosed with the financial
statements in this Annual Report.

II. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of
the Act, read with Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014 and Regulation 24A of SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015, M/s.
SPANJ & Associates, Company Secretaries,

(FRN: P2014GJ034800 and Peer Reviewed
Certificate Number: 6467/2025) were
appointed as the Secretarial Auditor of the
Company for a period of 5 (five) consecutive
years, from the conclusion of the 15^th Annual
General Meeting (AGM) until the conclusion
of the 20^th AGM of the Company to be held in
the year 2030.

M/s. SPANJ & Associates, Practicing
Company Secretary, has confirmed that
they are not disqualified to be appointed as
a Secretarial Auditor and is eligible to hold
office as Secretarial Auditor of the Company.

> Secretarial Audit Report

Your Company has obtained Secretarial Audit
Report as required under Section 204(1) of the
Act, from M/s. SPANJ & Associates, Practicing
Company Secretaries. The said Report is
attached with this Report as Annexure - E.

There are no remarks / qualification in the
Secretarial Audit Report, hence no explanation
has been offered.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social
Responsibility (CSR) Committee and has framed
a CSR Policy. The brief details of CSR Committee
are provided in the Corporate Governance Report
which forms part of this report.

The Annual Report on CSR activities is annexed to
this Report as Annexure - F.

The CSR policy is available on your Company's
website athttps://www.avenuesai.com/code-of-
conduct-policies.

31. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a)
of the Companies Act, 2013, the Annual Return
is available on the website of the Company at
https://www.avenuesai.com/annual-return.

32. VIGIL MECHANISM

The Company has established a robust Vigil
Mechanism and adopted a Whistle Blower Policy in
accordance with provisions of the Act and Listing
Regulations, to provide a formal mechanism to the
Directors and employees to report their concerns
about unethical behaviour, actual or suspected
fraud or violation of the Company's Code of
Conduct or ethics policy. The Policy provides
for adequate safeguards against victimization of
employees who has availed the mechanism and
also provides for direct access to the Chairman
of the Audit Committee. It is affirmed that no

personnel of the Company have been denied
access to the Audit Committee. The policy of vigil
mechanism ("Whistle Blower policy") is available on
the Company's website athttps://www.avenuesai.
com/code-of-conduct-policies.

33. INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are an integral part of
the risk management process, addressing financial
and financial reporting risks. The internal financial
controls have been documented, digitised 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 as well as testing of the
internal financial control systems by the auditors
during the course of their audits. We believe that
these systems provide reasonable assurance
that our internal financial controls are designed
effectively and are operating as intended. Detailed
information on the same has been included under
the Management Discussion & Analysis report
forming a part of this Annual Report.

34. HUMAN RESOURCE

Our employees are our key strength, which has led
us to achieve the results and various milestones in
our organization's journey. The Company believes
that attracting, developing and retaining talent is
crucial to organizational success. The Company
has several initiatives and programs to ensure
employees experience a holistic and fulfilling
career with IT sector.

We remain focused on building trust through
a culture of openness, conversations and
opportunities to speak up. We grew stronger as
a team by supporting each other wholeheartedly
throughout the F.Y. 2025-26. Employees, their
talent and capabilities are our greatest asset and,
our competitive advantage. In a highly competitive
environment, our formidable talent pool becomes
our key differentiator.

With a focus on digitalization, we are also
implementing several robust HR practices and
processes to enhance employee experience,
engagement and enablement to deliver exemplary
results.

35. ENHANCING SHAREHOLDERS' VALUE

Your Company is committed to creating and
returning value to shareholders. Accordingly, your
Company is dedicated to achieving high levels
of operating performance, cost competitiveness,
enhancing the productive asset and resource base
and striving for excellence in all areas of operations.

Your Company strongly believes that its success
in the marketplace and good reputation are among
the primary determinants of shareholder value.
Its close relationship with customers and a deep
understanding of their challenges and expectations
drive the development of new products and
services. Anticipating customer requirements
early and being able to address them effectively
requires a strong commercial backbone. Your
Company continues to develop this strength by
institutionalizing sound commercial processes and
building world-class commercial capabilities across
its marketing and sales teams. Your Company
uses an innovative approach in the development
of its services, as well as execution of growth
opportunities.

Your Company is also committed to creating
value for all its stakeholders by ensuring that its
corporate actions positively impact the economic,
societal and environmental dimensions of the triple
bottom line.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy on Prevention
of Sexual Harassment in line with the requirements
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
Internal Complaints Committee has been set up
to redress complaints received regarding sexual
harassment. All employees are covered under the
policy. During the Financial Year under review, no
complaint has been received by the Company.
The Company is committed to provide a safe and
conducive work environment to all its employees
and associates.

The Company has in place an effective mechanism
for dealing with complaints relating to sexual
harassment at workplace. The details relating to
the number of complaints received and disposed
of during the Financial Year 2025-26 are as under:

Number of complaints filed during the 0

Financial Year

Number of complaints disposed of during 0

the Financial Year

Number of complaints pending as on end 0

of the Financial Year

The Policy for prevention of Sexual Harassment
is available on the Company's website athttps://
www.avenuesai.com/code-of-conduct-policies.

37. CODE OF CONDUCT

The Board of Directors has laid down a Code of
Conduct applicable to the Board of Directors and
Senior Management. All the Board Members and
Senior Management personnel have affirmed
compliance with the code of conduct. The Code
of Conduct of Board of Directors is also available
on the Company's websitehttps://www.avenuesai.
com/code-of-conduct-policies.

38. SIGNIFICANT/MATERIAL ORDERS PASSED BY
THE REGULATORS

There are no significant/material orders passed by
the Regulators or Courts or Tribunals impacting
the going concern status of your Company and its
operations in future.

39. RISK MANAGEMENT

The Board of the Company has formed a Risk
Management Committee to frame, implement and
monitor the risk management plan for the Company.
The committee is responsible for reviewing the risk
management plan and ensuring its effectiveness.
The audit committee has additional oversight in the
area of financial risks and controls.

The Company has a Risk Management Policy,
which from time to time, is reviewed by the Audit
Committee as well as by the Board of Directors.
The Policy is reviewed by assessing the threats
and opportunities that will impact the objectives
set for the Company as a whole. The Policy is
designed to provide the categorization of risk
into threat and its cause, impact, treatment and
control measures. As part of the Risk Management
policy, the relevant parameters for protection
of environment, safety of operations and health
of people at work are monitored regularly with
reference to statutory regulations and guidelines
defined by the Company.

The Risk Management policy is available on the
Company's website athttps://www.avenuesai.
com/code-of-conduct-policies.

40. LISTING

The Equity Shares of the Company are listed on
National Stock Exchange of India Limited ("NSE")
and BSE Limited ("BSE") having nation-wide trading
terminals. Annual Listing Fee for the Financial Year
2026-27 has been paid to NSE and BSE.

41. OTHER DISCLOSURES

> The Company has complied with Secretarial
Standards issued by the Institute of Company
Secretaries of India on Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2).

> The Managing Director of the Company has not
received any remuneration or commission from any
of Company's subsidiary.

> The Audit Committee comprises of Mr.
Piyushkumar Mithileshkumar Sinha (Chairman), Mr.
Vishal Ajitbhai Mehta and Ms. Girija Krishan Varma
(Members). During the year under review, all the
recommendations made by the Audit Committee
were accepted by the Board.

> The Company has not issued Equity Shares
with differential rights as to dividend, voting or
otherwise.

> The Company has not issued any Sweat Equity
Shares to its Directors or Employees.

> Interested Directors were recused from the
discussion of the agenda items, in which they were
interested, of the Board or Committee meetings
held during the year.

> No application against the Company has been filed
or is pending under the Insolvency and Bankruptcy
Code, 2016, hence, the requirement to disclose the
details is not applicable.

> There was no instance requiring the Company to
obtain a valuation for a one-time settlement or
while taking the loan from the Bank or Financial
institutions.

> The company has complied with the provisions
pertaining to Maternity Benefits Act, 1961 during
the FY 2025-26.

> The requirements relating to maintenance of cost
records as specified by the Central Government
under sub-section (1) of section 148 of the
Companies Act, 2013 are not applicable to the
business activities carried out by the Company.

42. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the
contributions made by all employees, without whom the
exemplary performance of the Company year after year,
would not have been possible.

The Board places on record its appreciation for the
continued co-operation and support extended to the
Company by customers, vendors, regulators, banks,
financial institutions, rating agencies, stock exchanges,
depositories, auditors, legal advisors, consultants and
business associates with whose help, cooperation and
hard work the Company is able to achieve the results.

The Board deeply acknowledges the trust and
confidence placed by the customers of the Company
and all its Stakeholders.

For and on behalf of Board of Directors

Vishal Mehta
Chairman & Managing Director
[DIN: 03093563]

Place: Gandhinagar
Date: August 11, 2026