In Continuation of our earlier intimation regarding 34thAnnual General Meeting (AGM) of Shareholders of the Company scheduled to be held on Sunday, 27th September, 2026 at 02:30 P.M.(IST) ....

To, Date – 04th September, 2026 BSE Limited, Listing Department, P. J. Tower, Dala Street, Fort, Mumbai – 400001 Ref. Code – 526709 Subject – 34thAnnual Report of the Company & Notice of the 34th("AGM") Dear Sir, In Continuation of our earlier intimation regarding 34thAnnual General Meeting (AGM) of Shareholders of the Company scheduled to be held on Sunday, 27th September, 2026 at 02:30 P.M.(IST) through Video Conferencing (VC)/Other Audio Visual Means (OAVM) facility, we are sending herewith 34thAnnual Report ofthe Company including Notice of 34thAGM for the financial year 2025-26, which is beingsent to all the shareholders of the Company through electronic mode. The Notice of the AGM and Annual Report is also being uploaded on the Company's website and can be accessed atwww.bits.net.in You are requested to take the same on your records. Thanking you, Yours' faithfully, For Bits Limited, Surendra Singh Tangar Company Secretary & Compliance Officer M.No. A55553 BITS LIMITED (CIN - L72200MH1992PLC469575) 34THANNUAL REPORT 2025 - 2026 CORPORATE INFORMATION BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL Ankit Rathi Chairman Non-Executive Non – Independent Director Omprakash Ramashankar Pathak Managing Director Rajni Non-Executive Independent Director Rolita Gupta Non-Executive Independent Director Nidhi Parashar Chief Financial Officer Surendra Singh Tangar Company Secretary & Compliance Officer P R P A & Company LLP Statutory Auditors M/s. R. Mahajan & Associates Internal Auditors Registrar & Share Transfer Agent T-34, 2nd Floor, Okhla Industrial Area, Phase - II, New Delhi – 110020 Mas Services Limited Tel. No. 011 - 26387281/82/83 Email - info@masserv.com Website - www.masserv.com BANK OF BARODA Bankers HDFC BANK LIMITED UNION BANK OF INDIA CONTENTS SR. NO. PARTICULARS PAGE NO. 1 Index 3 2 Notice 4 3 Director’s Report 23 4 Corporate Governance Report 50 5 Annual Financial Statements – Standalone 69 6 Annual Financial Statements - Consolidated 99 NOTICE Notice is hereby given that the 34th Annual General Meeting of the members of Bits Limited will be held on Sunday, 27th September, 2026 at 02:30 P.M. (IST) through Video Conferencing (VC)/Other Audio-Visual Means (OAVM), to transact the following business: ORDINARY BUSINESSES - ITEM NO. 1 TO CONSIDER AND ADOPT THE AUDITED FINANCIAL STATEMENTS (INCLUDING AUDITED CONSOLIDATED FINANCIAL STATEMENTS) OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31ST, 2026 AND THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON. To consider and if thought fit, to pass the following resolution, with or without modification(s), as an Ordinary Resolution: “RESOLVED THAT the Audited Financial Statements (including Audited Consolidated Financial Statements) of the Company for the Financial Year ended March 31st, 2026 and the reports of the Board of Directors and Auditors thereon laid before this meeting, be and are hereby considered and adopted.” ITEM NO. 2 TO APPOINT MR. OMPRAKASH RAMASHANKAR PATHAK (DIN: - 01428320) AS DIRECTOR, LIABLE TO RETIRE BY ROTATION, AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT. To consider and if thought fit, to pass the following resolution, with or without modification(s), as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Omprakash Ramashankar Pathak (DIN: - 01428320), who retires by rotation at this meeting and being eligible has offered himself for re-appointment, be and is hereby appointed as a Director of the Company, liable to retire by rotation.” ITEM NO. 3 TO APPOINT M/S P R P A & COMPANY LLP, FRN: N500344, CHARTERED ACCOUNTANTS, AS STATUTORY AUDITORS OF THE COMPANY FOR A TERM OF 5 YEARS AND TO FIX THEIR REMUNERATION THEREOF; To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013, if any, read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and pursuant to the recommendation of the audit committee and Board of Directors, M/S P R P A & COMPANY LLP, (FRN: N500344), Chartered Accountants, having Peer Review Certificate No. 022402, be and are hereby appointed as the Statutory Auditors of the Company in place of R.C. CHADDHA & CO., to hold the office for a period of 5 years i.e. from the conclusion of 34thAnnual General Meeting till the conclusion of the 39th Annual General Meeting of the Company and the Board of Directors be and are hereby authorized to fix remuneration payable to them for the financial year ended 31st March, 2027 as may be recommended by the audit committee in consultation with the auditors.” “RESOLVED FURTHER THAT to give effect to above resolution, the Board of Directors of the Company be and are hereby authorized to take all necessary steps and to do all such acts, deeds, matters and things which may deem necessary in this behalf.” ITEM NO. 4 TO ALTER THE OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE COMPANY: To consider and, if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution: "RESOLVED THAT pursuant to the provisions of Section 13 of the Companies Act, 2013, and any other applicable provisions of Companies Act, 2013 read with Rules there under (including any statutory modifications or re-enactment thereof, for the time being in force), and subject to the necessary approval(s),permissions, consents and sanctions required, if any by the statutory authority and all other applicable laws and regulations if any, consent of the members of the Company be and is hereby accorded to amend the Memorandum of Association of the Company as follows:- ALTERATION IN CLAUSE III (B) OF THE MEMORANDUM OF ASSOCIATION To insert the Following sub-clauses 9 & 10 after existing sub-clause 8 to Clause III (A) of Memorandum of Association of the Company dealing with the main objects of the company: - “9. To carry on the business of manufacturing, assembling, fabricating, processing, repairing, refurbishing, designing, developing, installing, commissioning, operating, maintaining, servicing, upgrading, leasing, hiring, importing, exporting, buying, selling, distributing, supplying, and otherwise dealing in all kinds of industrial, engineering, agricultural, construction, mining, electrical, mechanical, automation and other machinery, plant and equipment, tools, components, spare parts, accessories, and related engineering products including technical support, maintenance and after-sales services in relation thereto; 10.To carry on the business of importers, exporters, retailers, traders, distributors, dealers, stockists, commission agents, representatives, suppliers, and merchants of all kinds of electrical, electronic, electromechanical, and electro-technical components, parts, accessories, equipment, and related products” RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to sign and file all the requisite e-forms including Form MGT 14 along with such other documents as may be required, with the Registrar of Companies, NCT of Delhi & Haryana and to do all such acts, deeds and things as may be ancillary or incidental thereto for giving effect to this resolution." By Order of the Board of Directors For Bits Limited Sd/- Omprakash Ramashankar Pathak Date: 27-08-2026 (Managing Director) Place: Mumbai DIN: - 01428320 NOTES 1. Pursuant to General Circular No. 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (‘MCA’) and SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024 issued by the Securities and Exchange Board of India (hereinafter collectively referred to as “Circulars”), holding of the Annual General Meeting (‘AGM’) through VC/OAVM, without the physical presence of the Members, is permitted. In compliance wi [Showing first 8,000 characters — download PDF for full document]