DIRECTORS' REPORT

Your Board of Directors are pleased to
present the Forty Fourth (44^th) Annual
Report together with the Standalone &
Consolidated Audited Financial Statements
of the Company for the year ended March 31,
2026 and the Notice of Annual General
Meeting.

FINANCIAL SUMMARY & HIGHLIGHTS:

STATE OF THE COMPANY'S AFFAIRS:
Standalone:

The Company reported a marginal decline in
top line during FY 2026, with total income
decreasing from Rs.56,981.51 lakhs in FY
2025 to Rs.54,858.88 lakhs in FY 2026.

Total expenses also reduced from
Rs.42,818.01 lakhs to Rs.42,391.08 lakhs,
reflecting effective cost management
measures. However, Profit After Tax (PAT)
declined from Rs.10,536.97 lakhs in FY 2025
to Rs.9,208.33 lakhs in FY 2026.

Consolidated:

The Company reported a marginal decline in
top line during FY 2026, with total income
decreasing from Rs.60,704.20 lakhs to
Rs.59,977.44 lakhs in FY 2026.

Total expenses increased slightly from
Rs.45,452.61 lakhs to Rs.45,567.64 lakhs
during the year. Consequently, Profit After
Tax (PAT) marginally declined from
Rs.11,287.63 lakhs to Rs.10,688.72 lakhs in
FY 2026, reflecting a largely stable
profitability performance year-on-year.

SUBSIDIARIES:

The Company has two (2) wholly owned
subsidiaries viz;

I. PIX Middle East FZC,UAE; and

ii. PIX Transmissions Europe Limited, UK.

These subsidiaries were established to carry
out and expand the Company's business
across the territory of middle- east and
European countries.

Apart from these subsidiaries, the Company
has also two (2) step down subsidiaries viz;

i. PIX Middle East Trading LLC, UAE; and

ii. PIX Germany GmbH, Germany, that works
in collaboration with their immediate parent
Companies i.e. PIX Middle East FZC, uAe and
PIX Transmissions Europe Limited, UK.

The highlights of performance of the wholly
owned and step down subsidiaries and their
contribution to the overall performance are
included in the Form AoC-1 attached as
Annexure-I, in accordance with the
provisions, inter-alia, under Section 129 of
the Act read with Rule 5 of the Companies
(Accounts) Rules, 2014.

DIVIDEND ON EQUITY SHARE:

Considering the profits for the year under
review, the Directors are pleased to
recommend a dividend of Rs.9/- (i.e. 90 %)
per equity share of face value Rs.10/- each
for the Financial Year ('FY') ended March 31,
2026.

Pursuant to Regulation 43A of the SEBI
(Listing Obligations and Disclosure

Requirements) Regulations, 2015 (SEBI
Listing Regulations), the Company has
adopted the Dividend Distribution Policy
which is available at
https://www. pixtrans.com/investors/invest
orPDF/Policies/Dividend_distribution_polic
y.pdf

TRANSFER TO RESERVES:

The Company's general reserve stands at
Rs.251.93 lakhs at the end of the FY 2026.

PUBLIC DEPOSITS:

The Company did not invite/accept deposits
during the FY ended March 31, 2026.

SHARE CAPITAL:

During the FY 2026, the paid-up Equity Share
Capital was Rs.1,362.52 Lakhs. Further,
during the year under review, the Company
did not issue any shares and grant stock
options or sweat equity shares to the
employees.

INSURANCE:

The assets of the Company are adequately
insured against the risk of fire and other risks.

CREDIT RATING:

During the reporting period, the rating
agency "CARE RATINGS LTD.", has rated your
Company in the below manner:

RELATED PARTY TRANSACTION:

The Company has formulated a Policy on
Related Party Transactions for the
identification and monitoring of such
transactions. The said Policy was amended
during the year, inter-alia, by Board on the
audit committee's recommendation based
on the change(s) in underlying provisions of
SEBI Listing Regulations and the amended
policy is available on the Company's website.

All the Related Party Transactions were in the
ordinary course of business and at arm's
length basis and there were no material
related party transactions during the year.
Therefore, disclosure in Form AOC-2
prescribed under Section 134(3)(h) of the Act
read with Rule 8 of the Companies
(Accounts) Rules, 2014 is not applicable to
the Company.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

The Company has balanced composition of
Executive and Non-Executive Directors,
having promising experience and expertise
in the respective fields.

Presently the Company has fourteen (14)
Directors, out of which, seven (7) are
Executives and seven (7) are Non-Executive
Independent Directors.

During the FY 2026, the following changes
have occurred in the Board of Directors of
the Company:

Further, during FY 2026, at the 43rd Annual
General Meeting of the Company, and
pursuant to the provisions of Regulation
17(1A) of the SEBI Listing Regulations, 2015,
the shareholders approved the continuation
of the appointment of Dr. Abhilasha
Hattangdi (DIN: 09782680) as an
Independent Director, upon her attaining the
age of 75 years on January 31, 2026.

Further, at the ensuing Annual General
Meeting, two (2) Executive Directors namely
Mr. Karanpal Sethi (DIN:01711384), Whole
Time Director & CFO and Mr. Joe Moolan Paul
(DIN:00129522), Whole Time Director of the
Company shall retire by rotation under
section 152(6) of the Companies Act, 2013,
and being eligible have offered themselves
for re-appointment.

The Company has received declarations of
Independence from all the Independent
Directors confirming that they meet the
criteria of Independence as prescribed under
Section 149(6) of the Companies Act, 2013
and SEBI Listing Regulations and that they
are independent from Management.

Further on completion of their present
term, Mr. Rishipal Sethi (DIN:00129304), Jt.
Managing Director, and Ms. Shirley Paul
(DIN:06918198), Whole Time Director of
the Company, were re-appointed through
the postal ballot dated March 30, 2026. The
re-appointment of Mr. Rishipal Sethi took
effect from April 01, 2026 and Ms. Shirley
Paul will be continuing the office on her re¬
appointment from July 10, 2026.

INTEGRITY, EXPERTISE & EXPERIENCE (INCL:
THE PROFICIENCY) OF THE INDEP. DIRECTOR
APPOINTED DURING THE YEAR:

Mr. Thakur Hotchandani (DIN:00578526)
was appointed as an Independent Director
during the reporting year. He is a member of
the Institute of Chartered Accountants of
India (ICAI) since 1997, and brings 27 years of
extensive experience across various facets of
the accounting and audit profession. He has
been instrumental in designing management
accounting and control systems for various
organizations.

Area of functional expertise: Accounting,
Banking & Taxation.

MEETING OF THE BOARD:

The Board of Directors met five (5) times
during the year under review. The
intervening gap between the meetings was
within the period prescribed under the
Companies Act, 2013. For further details
please refer to Corporate Governance
Report attached to this Annual Report.

MEETINGS OF THE BOARD COMMITTEES:

The Board of Directors of the Company has
constituted the following Committees to
focus on specific areas and make informed
decisions in the best interests of the
Company within the law:

1. Audit Committee;

2. Nomination & Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Corporate Social Responsibility &
Governance Committee; and

5. Risk Management Committee

The details of the composition of the said
Committee(s), their terms of reference,
meetings held and attendance of the
Committee members, during the FY 2026 are
provided in the Corporate Governance
Report, which forms an integral part of this
report.

VIGIL MECHANISM:

The Company has adopted a whistle blower
policy and has established the necessary vigil
mechanism for Directors and employees in
confirmation with Section 177 of the
Companies Act, 2013 and Regulation 22 of
SEBI Listing Regulations, to facilitate
reporting of the genuine concerns about
unethical or improper activity, without fear
of retaliation.

The vigil mechanism provides for adequate
safeguards against victimization of Directors
and employees who avail of the mechanism
and also provides for direct access to the
Chairman of the Audit Committee in
exceptional cases.

The said policy is uploaded on the Company's
website at:https://www.pixtrans.com/
investors/investorPDF/Policies/ PIX-
VIGIL%20MECHANISM.pdf

BOARD EVALUATION:

The Board of Directors has made a formal
annual evaluation of its committees
pursuant to the provisions of the Companies
Act, 2013 and SeBI Listing Regulation. The
evaluation was done based on the evaluation
criteria formulated by Nomination &
Remuneration Committee which includes
criteria such as fulfilment of specific
functions prescribed by the regulatory
framework, adequacy of meetings,
attendance and effectiveness of the
deliberations etc.

The Board has also carried out an evaluation
of the performance of Independent
Directors based on the roles and
responsibilities as specified in Schedule IV of
the Companies Act, 2013 and fulfilment of
independence criteria and independence
from management.

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

NOMINATION & REMUNERATION POLICY:

The Company has a well-defined Policy for
Nomination & Remuneration of the
Directors, Key Managerial Personnel and
other employees. The detailed information
on the policy is given in the Corporate
Governance Report forming part of this
Annual Report.

LOANS, GUARANTEES AND INVESTMENTS:

The Company has disclosed the details
relating to the Loans, Guarantees or
Investments, as defined under Section 186 of
the Companies Act, 2013, in the Notes to the
Financial Statement which forms part of this
Annual Report.

DIRECTORS RECEIVING REMUNERATION
FROM HOLDING/SUBSIDIARY Cos:

No such transaction entered during the
reporting period.

REMUNERATION RATIO OF THE
DIRECTORS/KEY MANAGERIAL PERSONNEL
(KMP)/EMPLOYEES:

The information required pursuant to
Section 197(12) read with Rule 5(1) of The
Co m p a n i e s ( Ap po i n tm e n t a n d
Remuneration of Managerial Personnel)
Rules, 2014 is as under:

• % increase in the median remuneration of
employees in the FY 2026- 1.61%

• No. of permanent employees on the rolls of
Company: 283

• Average % increase already made in the
salaries of employees other than the
managerial personnel in the last FY- 4.03%

• It is affirmed that the remuneration paid to
the Directors, key managerial personnel,
senior management and employees is as
per the Remuneration Policy of the
Company.

PARTICULARS OF EMPLOYEES:

Disclosures with respect to the
remuneration of the Directors, KMPs and
Employees as required under Section
197(12) of the Companies Act, 2013 read
with Rule 5(2) & 5(3) of the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are not
applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As required under section 135 of the
Companies Act, 2013, the CSR Policy was
formulated by the CSR Committee and
thereafter approved by the Board. CSR Policy
is available on the Company's
website:https://www.pixtrans.com/investor
s/investorPDF/Policies/CSR.pdf

Further, the Chief Financial Officer of the
Company has certified that the amount
spent on CSR expenditure for the FY 2025-26
have been utilized for the purpose and in the
manner approved by the Board of Directors
of the Company.

The annual report on CSR activities carried
out during the FY 2026 and other details
required to be given under section 135 of the
Companies Act, 2013 read with the
Companies (Corporate Social Responsibility
Policy) Rules, 2014 is given in Annexure-II
forming part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS
REPORT:

In compliance with Regulation 34 of the SEBI
Listing Regulations, separate section on
Management Discussion and Analysis, as
approved by the Board, which includes
details on the state of affairs of the Company,
forms part of this Annual Report.

WEB LINK OF ANNUAL RETURN:

The Annual Return as required under Section
92 and Section 134 of the Companies Act,

2013 read with Rule 12 of the Companies
(Management and Administration) Rules,

2014 is available on the Company's website
at https://www.pixtrans.com/investors.php

STATUTORY AUDITOR:

The members of the Company at 41st Annual
General Meeting had approved the
appointment of M/s SGCO & CO.LLP,
Chartered Accountants (ICAI Firm
Registration No 112081W/W100184) as the
Statutory Auditors of the Company for a
period of five years till the conclusion of the
46th AGM of the Company.

M/s SGCO & CO.LLP, have successfully
conducted the audit of the books of account
of FY 2025-26 and their audit report does not
contains any observation, qualification or
adverse remark. Further, the notes forming
part of the accounts are self-explanatory and
do not call for any further clarifications.

INTERNAL AUDITOR:

The Internal Audit of the Company for the FY
2026 was undertaken by the Internal
Auditors M/s Rodi Dabir & Co., Chartered
Accountants, Nagpur (FRN:108846W).
Further, there were no adverse remarks or
qualification received from the Internal
Auditors.

The Internal Auditors reports directly to the
Audit Committee of the Company and the
internal audit was completed as per the
scope defined by the said Committee from
time to time.

COST AUDITOR:

During the year under review, in accordance
with Section 148(1) of the Companies Act,
2013, the Company has maintained the cost

records, as specified by the Central
Government. Such cost records were subject
to audit by M/s Manisha & Associates, Cost
Accountants, Nagpur, Cost Auditors of the
Company for the fY 2025-26.

Further, the Board of Directors, on the
recommendation of Audit Committee, has
approved the re-appointment of M/s
Manisha & Associates, Cost Accountants,
Nagpur, as Cost Auditors of the Company for
the FY 2026-27, under section 148 of the
Companies Act, 2013, and recommends
ratification of their remuneration by the
shareholders at the forthcoming Annual
General Meeting of the Company.

SECRETARIAL AUDITOR:

Pursuant to provisions of Section 204 of the
Companies Act, 2013 read with rule 9 of the
C o m p a n i e s ( A p p o i n t m e n t a n d
Remuneration of Managerial Personnel)
Rules, 2014, the shareholders had approved
the appointment of M/s. Z. M Shaikh &
Associates, Practicing Company Secretaries
(Membership No. F13453) as Secretarial
Auditors of the Company, for a term of five
consecutive financial years commencing
from FY 2025-26 to 2029-30.

The Secretarial Audit Report (in Form MR-3)
is attached as Annexure-III, to this Report.
The Secretarial Auditor's Report to the
shareholders does not contain any
qualification.

FRAUDS REPORTED BY AUDITOR(S):

During the year under review, no frauds were
reported by the auditors to the Audit
Committee or the Board under Section
143(12) of the Act read with Rule 13 of the
Companies (Audit and Auditors) Rules, 2014.

REPORT ON INTERNAL FINANCIAL
CONTROL:

Internal financial control means the policies
and procedures adopted by the Company for
ensuring the orderly and efficient conduct of
its business, including adherence to
Company's policies, the safeguarding of its
assets, timely prevention and detection of
frauds and errors, the accuracy and
completeness of the accounting records, and
timely preparation of reliable financial
information.

The Company has put in place well defined
procedures, covering financial and operating
functions. Delegation of authority and
segregation of duties are also addressed to
ensure that the financial transactions are
properly authorized. Further the Company
has an integrated system connecting head
office, plant and other locations to enable
timely processing and proper recording of
transactions. Physical verification of fixed
assets is carried out on a periodical basis. The
Internal audit department reviews the
effectiveness of the internal control systems
and key observations are reviewed by the
Audit Committee. In view of the Board,
system of internal financial control
commensurate with the size and nature of
business of the Company.

The Report on Internal Financial Control as
required under clause(I) of sub-section 3 of
section 143 of the Companies Act 2013 has
been attached along with Auditor's Report.

RISK MANAGEMENT:

The Board of Directors has formed a Risk
Management Committee to frame,
i m pl e m en t a n d m on i tor th e Ri sk
Management Plan for the Company. The
committee is responsible for reviewing the
Risk Management Plan and ensuring its
effectiveness. The Committee has additional
oversight in the area of financial risks and
controls. Major risks identified by the
businesses and functions are systematically
addressed through mitigating action on a
continuing basis.

The details of composition of Risk
Management Committee and its meetings,
are given in the Corporate Governance
Report that forms a part of this Annual
Report.

MATERIAL CHANGES BETWEEN THE DATE
OF THE BOARD REPORT AND END OF
FINANCIAL YEAR:

There have been no material changes and
commitments affecting the financial position
of the Company which have occurred
between the end of the financial year to
which the financial statement pertains and
date of this report.

CHANGE IN THE NATURE OF BUSINESS, IF
ANY:

There was no such change in the nature of
business of the Company during the
reporting period.

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders
passed by the Regulators or Courts or
Tribunals, Statutory and quasi-judicial
bodies, impacting the going concern status
and Company's operations in the future.

DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE,
2016, DURING THE YEAR ALONG WITH
THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:

No application has been made under the
Insolvency and Bankruptcy Code, 2016 and
hence the disclosure is not applicable to the
Company for the period under review.

DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN
FROM TH E BAN KS OR FI NANCI AL
INSTITUTIONS ALONG WITH THE REASONS
THEREOF:

No such incident took place during the
reporting year.

COMPLIANCE WITH SECRETARIAL
STANDARDS:

The Company complies with the applicable
Secretarial Standards as mandated by the
Institute of Company Secretaries of India
('ICSI') to ensure compliance with all the
applicable provisions read together with the
relevant circulars issued by the Ministry of
Corporate Affairs.

CEO/CFO CERTIFICATION:

The Chief Executive Officer (CEO) and the
Chief Financial Officer (CFO) have issued a
certificate pursuant to the provisions of
Regulation 17(8) of the Listing Regulations
certifying that the financial statements do
not contain any untrue statement and these
statements represent a true and fair view of
the Company's affairs, which has been
reviewed by the Audit Committee and taken
on record by the Board.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

Details are given in the Annexure-IV forming
part and attached to this report.

HUMAN RESOURCES AND INDUSTRIAL
RELATIONS:

The Company believes that Human Resource
is the principal driver of change. The
Company focuses on providing individual
development and growth in a professional
work culture that enables innovation,
ensures high performance and remains
empowering.

PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE:

As per the requirements of The Sexual
Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act,
2013 {'POSH Act'} and rules made
thereunder, the Company has constituted
Internal Complaints Committees (ICC) to
consider and resolve the complaints related
to sexual harassment.

The ICC is headed by a senior woman POSH
consultant for conducting the investigations
and making decisions at the respective
locations. The ICC also work extensively on
creating awareness on relevance of sexual
harassment issues, including while working
remotely. Four (4) Training/awareness
programs/workshops were conducted
during the FY 2026 to create sensitivity
towards ensuring respectable workplace.
During the year under review, the Company
has not received any complaint pertaining to
sexual harassment, therefore no cases are
pending for more than 90 days.

MATERNITY BENEFITS ACT, 1961:

The Company has complied with the
provisions of Maternity Benefits Act, 1961
during the reporting period.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the
Companies Act, 2013, the Board of Directors
hereby confirms that:

1. In the preparation of Annual Accounts for
the FY 2025-26, the applicable accounting

standards have been followed along with
proper explanation relating to material
departures and in compliance with the
laws;

2. The Directors 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 year on that period;

3. The Directors have taken proper and
sufficient care towards the maintenance of
a dequate accounti ng records in
accordance with the provisions of this Act
for safeguarding the assets of the Company
and for preventing and detecting fraud and
other irregularities;

4. Annual Accounts have been prepared on a
going concern basis;

5.Internal financial controls were in place
which were adequate and were operating
effectively; and

6. Proper systems to ensure compliance with
the provisions of all applicable laws were
in place and such systems are adequate
and operating effectively.

APPRECIATION AND ACKNOWLEDGEMENT:

The Board of Directors wish to express their
appreciation for the co-operation and
continued support extended by its various
stakeholders like the Government(s),
Customers, Suppliers, Dealers, Value Chain
Partners, Banks, Financial Institutions,
Communities, Employees, Workers and the
Members towards conducting the business
of the Company.

For and on behalf of the Board of
PIX Transmissions Limited

Sd/-

Amarpal Sethi
Chairman & Managing Director
DIN:00129462

Date: 22.05.2026
Place: Mumbai