Markets

The Directors are pleased to present to you Tenth Annual Report of the Company along with the Audited Financial Statements
for the financial year ended March 31, 2026.

FINANCIAL RESULTSThe Company's financial performance for the financial year ended March 31, 2026, is summarized below:

Note: The above figures are extracted from the audited standalone and consolidated financial statements of the Company prepared in accordance with the Indian
Accounting Standards ("Ind AS"),

TRANSFER TO RESERVES

During the year, the Company has not transferred any
amount to the General Reserves.

COMPANY PERFORMANCEStandalone

During the fiscal year, Basilic Fly Studio Limited delivered
a robust financial performance, underscoring our strategic
agility and operational strength. On a standalone basis:

• Total Income growth to ?1,304 Mn — a 72.8% year-

on-year growth compared to ?754 Mn in the previous
year, due to strong business momentum, increased
offshoring opportunities from global clients, higher
project wins as a preferred vendor, and a significant
rise in other income to ?100 Mn.

• Total Expenditure stood at ?830 Mn, reflecting a 62.2%
increase from ?512 Mn, largely attributed to the parallel
scale-up of operations and project delivery execution,
the expansion of the new Bengaluru creative division

to support offshore mandates, higher depreciation from
technology infrastructure investments.

• Net Profit Increased to 7316 Mn, reflecting an 84.8%
increase from 7171 Mn, driven by robust standalone
volume growth, positive operating leverage from
increased offshoring, and sharp internal cost
control measures compared to the previous year. This
performance reinforces the strength of our margin-
focused execution and sustained value delivery.

Consolidated

The fiscal year marked another chapter of strong
consolidated performance and global momentum for Basilic
Fly Studio Limited.

• On a consolidated basis, Total Income rose to 74,184
Mn — a robust 36.6% increase compared to 73,062
Mn in the previous year, reflecting sustained demand
across geographies.

• Profit after Tax stood at 7506 Mn, registering an
impressive 13.2% growth over 7447 Mn in the previous
fiscal, underscoring efficient execution and disciplined
financial management.

Our global footprint continues to strengthen, with
subsidiaries in Vancouver and London playing an
increasingly pivotal role. These international operations are
expected to contribute significantly to both top-line and
bottom-line growth in the coming years, fueled by expanded
service offerings and deepening client relationships in
mature markets.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in
the nature of the Company's business.

CREDIT RATING

During the year under review, the leading credit rating
Agency CRISIL Ratings Limited has assigned a long-term
rating of "CRISIL A-/Stable" and a short-term rating of
"CRISIL A2 " to the Company.

DIVIDEND

The Directors have not recommended any Dividend on
equity shares of the company for the year ended March 31,
2026.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Act, Investor
Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read
with the relevant circulars and amendments thereto, the
amount of dividend remaining unpaid or unclaimed for a
period of seven years from the due date is required to be
transferred to the Investor Education and Protection Fund
("IEPF"), constituted by the Central Government. Further,
the shares on which a dividend has not been paid or claimed
by the shareholders for seven consecutive years or more
shall also be transferred to the Demat account of the IEPF.

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

SHARE CAPITALAuthorised Share Capital

During the year under review, the Authorised Share Capital of
the Company was increased from 725,00,00,000/- (Rupees
Twenty-Five Crores only) to 730,00,00,000/- (Rupees Thirty
Crores only), by obtaining the requisite approvals from the
shareholders and adhered to regulatory compliances.

Issued, Subscribed and Paid-up Share Capital

During the year under review, the Company has raised
amount aggregating to 784.99 crores by allotting 20,25,000
equity shares through Qualified Institutional Placement at 7
419.72 per share (including a premium of 7 409.72 per Equity
Share), as determined in terms of SEBI ICDR Regulations.

Pursuant to the aforesaid Qualified Institutions Placement
of Equity Shares, the paid-up Equity Share Capital of
the Company stands increased from 723,24,00,000/- to
725,26,50,000/- comprising of 2,52,65,000 Equity Shares of
710/- each.

SUBSIDIARY, ASSOCIATE, JOINT VENTURE
COMPANIES

As on March 31, 2026, the Company has four subsidiaries
namely Basilic Fly Studio UK Private Limited (wholly owned
subsidiary), Basilic Fly Studio Canada Limited (Subsidiary),
One of Us Ltd (step-down subsidiary) and One of Us Paris
(Step-down Subsidiary). The Company has no associate
or joint venture companies. In accordance with Section
129(3) of the Companies Act, 2013, a statement containing
salient features of the financial statements of the subsidiary
companies in Form AOC-1 is provided as Annexure I. There
has been no material change in the nature of the business
of the subsidiaries.

The financial performance of the subsidiaries during FY
2025-26 is summarised below:

Basilic Fly Studio Canada Limited

The Canadian subsidiary continued its operations in line
with its strategic objectives, focusing on expanding the
Company's footprint in the North American market. The
subsidiary recorded revenue of 7669.69 million and a
Profit after Tax of 71,01.21 million during the year.

Basilic Fly Studio UK Private Limited

The wholly owned subsidiary of the Company recorded
revenue of 799.40 million and a Profit after Tax of 75.22
million during the year.

One of Us Ltd

The step-down subsidiary continued to carry on its business
operations in its respective geography and delivered a
stable financial performance during the year. The entity
remained focused on servicing its existing clientele while
pursuing opportunities for business expansion. The
subsidiary recorded revenue of 72,038.13 million and a
Profit after Tax of 7152.04 million during the year.

One of Us Paris

The step-down subsidiary continued its operations in France
and supported the Group's European business initiatives.
During the year, the subsidiary maintained its operational
activities and contributed to strengthening the Group's
presence in the region. The subsidiary recorded revenue
of 71062.99 million and a Loss after Tax of 7100.47 million
during the year.

The Board reviews the operational and financial performance

of its subsidiaries on a periodic basis and is satisfied with
their overall performance during the year.

MATERIAL SUBSIDIARY POLICY

Pursuant to the provisions of Regulation 16(1)(c) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has adopted a Policy for
determining Material Subsidiaries laying down the criteria
for identifying material subsidiaries of the Company.
Accordingly, One of Us Ltd, step-down subsidiary has been
determined as material subsidiary of the Company during
the financial year 2025-26. The Policy may be accessed on
the website of the Company at: https://basilicflystudio.com/
wp-content/uploads/2026/02/Policy-for-Determining-
Material-Subsidiary.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL
APPOINTMENT

Ms. Ravichandran Chitra (DIN: 07749125) has been
appointed as Independent Director of the Company for a
term of five consecutive years i.e. from January 23, 2026 to
January 22, 2031, not liable to retire by rotation.

RE-APPOINTMENT

During the year under review, following Directors were re¬
appointed:

1. Mr. Balakrishnan (DIN: 06590484) was re-appointed
as the Managing Director of the Company for a period
of five consecutive years i.e. from January 1, 2026 to
December 31, 2031.

2. Ms. Sundaram Yogalakshmi (DIN: 07323404) was re¬
appointed as a whole-time Director of the Company for
a period of five consecutive years i.e. from January 1,
2026 to December 31, 2031.

RETIRE BY ROTATION

In line with the provisions of the Act and the Articles
of Association of the Company, Ms. Rajarathinam
Thiripurasundari (DIN: 07323583), retires by rotation at
the ensuing AGM and being eligible, offers herself for re¬
appointment.

RESIGNATION

During the year under review, Mr. Jitendra Kumar Pal
(DIN: 08567622) tendered his resignation as Independent

Director of the Company with effect from May 12, 2025 due
to the limitation in his new engagement to work as KMP
in a company, He has confirmed that there are no material
reasons for his resignation

COMPLETION OF TENURE

Mr. Duraiswami Prabhakar (DIN: 09831080) ceased to be a
Whole-time director with effect from December 31, 2025 on
completion of his tenure.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all its
Independent Directors under Section 149(7) of the
Companies Act, 2013, confirming that they meet the criteria
of independence as prescribed under Section 149(6) of the
Act along with Rules framed thereunder and Regulation
16(1)(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. In terms of Section 150
of the Act read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, Independent
Directors of the Company have confirmed that they have
registered with the databank maintained by the Indian
Institute of Corporate Affairs. In the opinion of the Board,
the Independent Directors of the Company possess the
requisite experience, expertise and proficiency required
under applicable laws and the policies of the Company
and that they are not disqualified from being appointed /
continuing as Director in terms of Section 164(1) and 164(2)
of the Act.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel ('KMP') of the Company as
on March 31, 2026 in terms of the Section 203 of the Act
were as follows:

During the year under review, Mr. Ikkurthi Chandramohan
has been appointed as the Company Secretary and
Compliance Officer of the Company w.e.f October 03, 2025
and Ms. Swati Sharma ceased to be the Company Secretary
with effect from September 30, 2025.

MEETINGS OF THE BOARD

Twelve meetings of the Board were held during the year
under review. The necessary quorum was present for all the
meetings. The maximum interval between any two Board
meetings did not exceed 120 days. For details of meetings
and composition of the Board and Committees of the
Board, please refer to the Corporate Governance Report,
which forms part of this Report.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

Pursuant to the provisions of Regulation 25(7) of the SEBI
(Listing and Obligations and Disclosure Requirements)
Regulations, 2015 read with Schedule IV of the Act, the
Company has in place a Familiarization Programme for its
Independent Directors to acquaint them with the Company,
their roles and responsibilities, the business model,
operational aspects and governance framework of the
Company. Through this program, the Independent Directors
are provided with relevant information and insights to
enable them to gain a comprehensive understanding of
the Company's business and to contribute effectively to the
Board and its Committees.

The familiarization sessions are conducted through
presentations, briefings and interactions with senior
management, as and when required. Details of the
Familiarization Program for Independent Directors are
also disclosed on the Company's website at https://
basilicflystudio.com/wp-content/uploads/2026/04/
Familarization-Programme-1.pdf

BOARD EVALUATION

The Nomination and Remuneration Committee laid down
a criteria for evaluating Board effectiveness by assessing
performance of the Board as a whole, performance
of individual Director and Committees of the Board
namely Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee,
Corporate Social Responsibility Committee and Risk
Management Committee. The Board approved the criteria
laid down by Nomination and Remuneration Committee
for evaluating Board effectiveness and has carried out
annual performance evaluation of its own performance, the
Directors individually and of its Committees as mandated
under the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015.

POLICY ON DIRECTOR'S APPOINTMENT AND
REMUNERATION

Policy on Appointment of Directors and Board Diversity
including the criteria for determining qualifications,
positive attributes, independence of a director and other
matters which is available on the Company's website at:
https://basilicflystudio.com/wp-content/
uploads/2026/01/Remuneration-Policy.pdf

DIRECTOR'S RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, the work performed by the internal, statutory and
secretarial auditors, including the audit of internal financial
controls over financial reporting by the statutory auditors
and the reviews performed by the management and the
relevant Board Committees, including the Audit Committee,
the Board is of the opinion that the Company's internal
financial controls were adequate and effective during FY
2025-26. Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of its knowledge and ability, confirm
that for the year ended March 31, 2026:

(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 judgements 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 and loss 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The annual report on Corporate Social Responsibility
('CSR') containing details of CSR Policy and composition of
CSR Committee of the Company, as required under section
135 of Companies Act, 2013 and Companies (Corporate
Social Responsibility Policy) Rules, 2014, is set out under
Annexure II of this Report. For other details regarding
CSR Committee, please refer to the Report on Corporate
Governance forming part of this Annual Report

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION,
FOREIGN EXCHANGE EARNING AND OUTGO

Particulars regarding conservation of energy and technology
absorption undertaken and the foreign exchange earnings
and outgo is set out in Annexure III of this Report.

AUDIT COMMITTEE

The details of Audit Committee meetings and composition
of the Committee are given in the Corporate Governance
Report.

NOMINATION AND REMUNERATION POLICY

The Company's policy on Directors' appointment
and remuneration, including criteria for determining
qualifications, positive attributes, independence of a
Director and other matters provided under Section 178 (3)
is annexed with this Report as Annexure IV.

AUDITORS
Statutory Auditors

At the Sixth Annual General Meeting ("AGM") of the
Company held on September 30, 2022, the Members
approved the appointment of M/s. L.U. Krishnan & Co.,
Chartered Accountants (ICAI Firm Registration No.
001527S), as the Statutory Auditors of the Company, to
hold office for a period of five consecutive years from
the conclusion of the said AGM till the conclusion of the
Eleventh AGM of the Company to be held in the year 2027.

The Statutory Auditors have confirmed that they continue
to satisfy the criteria provided under Section 141 of the
Companies Act, 2013 and the Rules framed thereunder.

The Auditors' Report on the Standalone and Consolidated
Financial Statements for the financial year ended March 31,
2026, forms part of this Annual Report. The Auditors' Report
does not contain any qualification, reservation, adverse
remark or disclaimer.

Secretarial Auditors and Secretarial Audit Report

During the year under review, the Members of the Company
through Postal Ballot approved the appointment of M/s.
Alagar & Associates LLP (Formerly known as M. Alagar
& Associates), Company Secretaries (Firm Registration
No. L2025TN019200), as the Secretarial Auditors of the
Company for a term of five consecutive years commencing
from the financial year 2025-26 up to the financial year
2029-30, pursuant to the provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Secretarial Audit Report for the financial year ended
March 31, 2026, issued by M/s. Alagar & Associates LLP
(Formerly known as M. Alagar & Associates), Company
Secretaries, in Form MR-3, forming part of this Annual
Report as Annexure V.

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

Cost records and Audit

The provision of Section 148 of the Act relating to
maintenance of cost records and cost audit are not
applicable to the Company.

Internal Auditor

M/s KEK & Associates LLP, Chartered Accountants, have
been appointed as the Internal Auditor of the Company for
the FY 2025-26. The Audit Committee, on a quarterly basis,
reviews the internal audit observations and, in consultation
with the management, evaluates the performance of the
Internal Auditor and the adequacy of the internal control
systems. The Committee also reviews the adequacy of
the internal audit function, including its structure, staffing,
reporting framework, coverage and frequency, discusses
significant audit findings and follow up actions thereon,
and considers the findings of internal investigations relating
to suspected frauds, irregularities or material weaknesses
in internal controls, and reports the same to the Board, as
appropriate.

Further, The Board has appointed M/s. Vaish & Co as
an Internal Auditor to conduct the internal audit of the
Company's functions and activities for financial year 2026-27.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS
ADEQUACY

The Company's internal control systems are commensurate
with the nature of its business, the size and complexity
of its operations and such internal financial controls with
reference to the financial statements are adequate. The
details in respect of internal financial controls and its
adequacy are included in the Management Discussion and
Analysis, which forms part of this Report.

REPORTING OF FRAUDS

The Auditors of the Company have not reported any
instances of fraud committed against the Company by its
officers or employees as specified under Section 143(12)
of the Act read with Rule 13 of the Companies (Audit and
Auditors) Rules, 2014.

RISK MANAGEMENT

The Board of Directors of the Company has a Risk
Management Committee to frame, implement and
monitor the risk management plan for the Company. The
Committee is responsible for monitoring and reviewing
the risk management plan and ensuring its effectiveness.
The Audit Committee has additional oversight in the area
of financial risks and controls. The major risks identified by
the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. The
development and implementation of risk management
policy has been covered in the Management Discussion
and Analysis, which forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

During the financial year under review, the Company
granted a loan of GBP 2 million to Basilic Fly Studio UK
Private Limited in accordance with the applicable provisions
of the Companies Act, 2013 and other applicable laws.

Loans, guarantees and investments covered under
Section 186 of the Act have been disclosed in the financial
statements, which forms part of this Integrated Annual
Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into
during FY 2025-26 were on arm's length basis, in the
ordinary course of business and were in compliance with

the applicable provisions of the Act and the SEBI Listing
Regulations. There were no material significant related
party transactions entered into by the Company which may
have a potential conflict with the interest of the Company
at large. Accordingly, the disclosure of related party
transactions as required under Section 134(3)(h) of the Act
read with Rule 8(2) of the Companies (Accounts) Rules,
2014 in Form AOC-2 is not applicable to the Company for
FY 2025-26 and hence, does not form part of this Integrated
Annual Report.

In terms of Regulation 23 of the SEBI Listing Regulations,
the Company submits details of related party transactions
on a consolidated basis as per the specified format to the
stock exchanges on a half-yearly basis.

The details of the transactions with related parties are
provided in the accompanying Financial Statements. Policy
on Related Party Transactions ('RPT Policy') for identifying,
reviewing, approving and monitoring of Related Party
Transactions and the same is available on the Company's
website at https://basilicflystudio.com/wp-content/
uploads/2026/02/Policy-on-Related-Party-Transactions.pdf

DEPOSITS

During the financial year ended March 31, 2026, the
Company has not accepted any deposits from the public
falling within the ambit of Section 73 of the Act and the Rules
framed thereunder. Hence, the Company does not have any
unclaimed deposits as on the date of the Balance Sheet.
The Company complies with the requirement of filing the
requisite return with respect to amount(s) not considered
as deposits

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on March 31, 2026 is available
on the Company's website at: https://basilicflystudio.com/
investors/

DISCLOSURE REQUIREMENTS

As per SEBI (Listing and Obligations and Disclosure
Requirements) Regulations, 2015, the Management
Discussion and Analysis, the Corporate Governance Report
with the Auditors' Certificate thereon forms part of this
report.

VIGIL MECHANISM

The Company has a Whistle Blower Policy and has
established the necessary vigil mechanism for Employees,
Directors and Stakeholders in conformation with the
provisions of Section 177(9) of the Companies Act, 2013
and Regulation 22 of SEBI (Listing and Obligations and
Disclosure Requirements) Regulations, 2015, to report
genuine concerns about unethical behaviour and to ensure
strict compliance with ethical and legal standards across
the Company. This Policy is available on the website of
the Company at: https://basilicflystudio.com/wp-content/
uploads/2026/02/Whistle-Blower-Policy.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
a statement showing the names of the top ten employees
in terms of remuneration drawn and names and other
particulars of the employees drawing remuneration in
excess of the limits set out in the said rules, forms part
of this Report. Disclosures relating 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 forms
part of this Report. Having regard to the provisions of the
second proviso to Section 136(1) of the Act and as advised,
the Annual Report excluding the aforesaid information is
being sent to the members of the Company. Any member
interested in obtaining such information may address their
email to cs@basilicfly.com

DISCLOSURES UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013 ["POSH ACT"]

The Company has always believed in providing a safe and
harassment free workplace for every individual working
in Company's premises through various interventions and
practices. The Company always endeavours to create and
provide an environment that is free from discrimination and
harassment including sexual harassment. The Company has
in place a robust Policy on Prevention of Sexual Harassment
('Policy') at workplace which is in line with the requirements
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ('POSH
Act'). The Company has complied with provisions relating
to the constitution of Internal Complaints Committee ('ICC')
under POSH Act.

ICC has been set up to redress complaints received
regarding sexual harassment. All employees (permanent,
contractual, temporary and trainees) are covered under this
Policy. The policy is gender neutral. No complaints were
received during the year.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company remains fully committed to upholding its
Maternity Policy in strict compliance with applicable laws,
including the Maternity Benefit Act, 1961, and in alignment
with internal human resource protocols. The policy is
designed to support the health, well-being, and work-life
balance of women employees during and after pregnancy.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India and that such systems are adequate and operating
effectively.

SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by
the regulators or courts or tribunals impacting the going
concern status and the Company's operations in future.

MATERIAL CHANGES AND COMMITMENTS

There is no material changes and commitments affecting
the financial position of the company which have occurred
between the end of the financial year of the company to
which the financial statements relate and the date of the
report.

PROCEEDINGS UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

No proceedings are initiated/pending against the Company
under the Insolvency and Bankruptcy Code, 2016.

THE DETAILS OF THE DIFFERENCE BETWEEN THE
AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE-TIME SETTLEMENT AND THE VALUATION
DONE WHILE TAKING A LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS

There was no instance of any one-time settlement or any
requirement of a valuation for any loan from the banks or
financial institutions during the year.

ACKNOWLEDGEMENTS

We take this opportunity to thank the employees for their
dedicated service and contribution to the Company. We also
thank our banks, business associates, members and other
stakeholders for their continued support to the Company.

For and on behalf of Board of Directors of
Basilic Fly Studio LimitedBalakrishnan

Chairman
DIN:06590484

Date: August 14, 2026
Place: Chennai