Bartronics India Ltd. — Regulatory Filings 2026

May 30, 2026

ASMS

Date: 30.05.2026

To, BSE Limited, Listing Department, P.J. Towers, Dalal Street, Mumbai – 400 001 Scrip Code: 532694	To, National Stock exchange of India Limited, Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E) Mumbai – 400 051 Symbol: ASMS

Dear Sir/Madam,

Sub: Annual Secretarial Compliance Report for the year ended March 31, 2026

Pursuant to Regulation 24A(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, please find the enclosed Annual Secretarial Compliance Report of the Company issued by M/s SI And Associates, Practicing Company Secretaries for the financial year ended 31st March, 2026.

You are requested to kindly take the above information on record.

Yours faithfully,

For Avio Smart Market Stack Limited

(Formerly Known as Bartronics India Limited)

DIKSHA
OMER
Digitally signed by
DIKSHA OMER
Date: 2026.05.30
13:48:15 +05'30"

Diksha Omer
Company Secretary

AVIO SMART MARKET STACK LIMITED
(Formerly known as Bartronics India Limited)

Registered Office : Trendz Atria House No. 3-196/NR, Plot No.196, 4th Floor, Survey No.48 part, Guttala Begumpet Village, Kavuri Hills, Madhapur, Serilingampally Mandal, Ranga Reddy District, Hyderabad, Telangana -500081
Tel : 040 49269269 CIN: L62099TG1990PLC011721, Email : Info@bartronics.com www.bartronics.com

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CS

SI AND ASSOCIATES

COMPANY SECRETARIES

SHAIK IBRAHEEM

FCS, LLB, ADCP.

ANNUAL SECRETARIAL COMPLIANCE REPORT OF M/s. AVIO SMART MARKET STACK LIMITED

(formerly known as BARTRONICS INDIA LIMITED)

For the Year Ended 31st March, 2026

CIN: L62099TG1990PLC011721

Regd Office: Trendz Atria House No. 3-196/NR, Plot No.196, 4th Floor, Survey No.48 part, Guttala Begumpet Village, Kavuri Hills, Madhapur, Serilingampally Mandal, Madhapur, Hyderabad, Shaikpet, Telangana, India, 500081

[as per the regulation 24(A) of SEBI (LODR) Regulations, 2015 as amended from time to time]

I, Shaik Ibraheem proprietor of M/s. SI and Associates, Practicing Company Secretary (CP No: 24877, FCS: 7642), have examined:

a) all the documents and records made available to us and explanation provided by AVIO SMART MARKET STACK LIMITED (Formerly Known as Bartronics India Limited), Hyderabad (“the listed entity” or “the Company”),
b) the filings/ submissions made by the listed entity to the stock exchanges,
c) website of the listed entity,
d) any other document/ filing, as may be relevant, which has been relied upon to make this Report,

for the year ended 31st March, 2026 (“Review Period”) in respect of compliance with the provisions of:

a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued thereunder; and
b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:

a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 - Not applicable during the review period.

A

Address: 6-3-634, 3rd Floor, Green Channel Apartment, Khairatabad, Hyderabad-500004

Telangana, India

Mobile No.8317587997/9346430005, Email Id: ibracs130276@gmail.com

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e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 - Not applicable during the review period.

f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not applicable during the review period.

g) Securities and Exchange Board of India (Issue and Listing of Non- Convertible and Redeemable Preference Shares) Regulations, 2013 - Not applicable during the review period.

h) Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) Regulations, 2021 - Not Applicable during the review period.

i) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments thereto;

j) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

k) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) (Amendment) Regulations, 2018 regarding the Companies Act and dealing with client and circulars/ guidelines issued thereunder;

And based on the above examination, I hereby report that, during the Review Period:

(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified in Annexure-1.

(b) The listed entity has taken the actions to comply with the observations made in previous reports specified in Annexure -2.

I hereby report that, during the Review Period the compliance status of the listed entity is appended as below:

Sr. No.	Particulars	Compliance status (Yes/No/NA)	Observations/ Remarks by PCS
1.	Secretarial Standards:
The compliances of the listed entity are in accordance with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries India (ICSI), as notified by the Central Government under section 118(10) of the Companies Act, 2013 and mandatorily applicable.	Yes	None
2.	Adoption and timely updation of the Policies:
• All applicable policies under SEBI Regulations are adopted with the	Yes	None.

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| | approval of board of directors of the listed entities
• All the policies are in conformity with SEBI Regulations and has been reviewed & timely updated as per the regulations /circulars / guidelines issued by SEBI. | | |
| --- | --- | --- | --- |
| 3. | Maintenance and disclosures on Website:
• The Listed entity is maintaining a functional website
• Timely dissemination of the documents/information under a separate section on the website
• Web-links provided in annual corporate governance reports under Regulation 27(2) are accurate and specific which re-directs to the relevant document(s)/ section of the website. | Yes | None |
| 4. | Disqualification of Director:
None of the Director of the Company is/are disqualified under Section 164 of Companies Act, 2013. | Yes | None |
| 5. | Details related to Subsidiaries of listed entities have been examined w.r.t.:(a) Identification of material subsidiary companies
(b) Disclosure requirement of material as well as other subsidiaries. | NA | The Company has incorporated two wholly owned subsidiaries during the year under review.

1. BIL Agritech Private Limited.
2. BIL Healthtech Private Limited

The above two subsidiaries are not material subsidiary companies.

The Current promoters and management of the Company took control of the Company on 28th March, 2023, upon successful implementation of the resolution plan. Subsequently, it has been noticed that Foreign subsidiaries are not being functional and current management do not have control over the subsidiaries. In order to give a transparent view of the Company's assets, the current management had written off such investments in the First quarter of the previous financial year 2023-24. The management of the Company is in the process of |

SINGAPORE ACCOUNTS
1000
CP No-24877
Hyderabad
2

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			regularizing the compliances related to Foreign subsidiaries and closure of such subsidiaries under the applicable legal framework in respective jurisdiction.
6.	Preservation of Documents:
The listed entity is preserving and maintaining records as prescribed under SEBI Regulations and disposal of records as per Policy of Preservation of Documents and Archival policy prescribed under SEBI LODR Regulations, 2015.	Yes	None
7	Performance Evaluation:
The listed entity has conducted performance evaluation of the Board, Independent Directors and the Committees at the start of every financial year as prescribed in SEBI Regulations.	Yes	None
8.	Related Party Transactions:
(a) The listed entity has obtained prior approval of Audit Committee for all related party transactions; or
(b) The listed entity has provided detailed reasons along with confirmation whether the transactions were subsequently approved/ ratified/ rejected by the Audit Committee, in case no prior approval has been obtained.	Yes
N.A.	1. The Company has made an equity investment in Shree Naganarasimha Private Limited (“SNN”) amounting to INR 1,00,00,000/- (Indian Rupees One Crore Only) on 06.03.2026. Pursuant to the said investment, the Company has acquired 3,469 equity shares of SNN at a price of INR 2,882/- per share, including a premium of INR 2,872/- per share, representing 25.75% of the paid-up equity share capital of SNN.

1. The Company has borrowed an amount of Rs.875,00,000 (Indian Rupees Eight Crore Seventy Five Only) as per the loan agreement dated 19.02.2026 from its promoter – Kinex India Private Limited pursuant to the resolution in accordance with the provisions of Section 188 of the Companies Act, 2013, Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and IND AS 24, passed by the members of the Company through postal ballot on 08.02.2026. |

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| 9. | Disclosure of events or information:
The listed entity has provided all the required disclosure(s) under Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015 within the time limits prescribed thereunder. | Yes | None |
| --- | --- | --- | --- |
| 10. | Prohibition of Insider Trading:
The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015 | Yes | None |
| 11. | Actions taken by SEBI or Stock Exchange(s), if any:
No action(s) has been taken against the listed entity/ its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under SEBI Regulations and circulars/ guidelines issued thereunder except in respect of matters specified in Annexure 1 & 2. | No | Refer Annexure 1 and 2 |
| 12. | Resignation of statutory auditors from the listed entity or its material subsidiaries
In case of resignation of statutory auditor from the listed entity or any of its material subsidiaries during the financial year, the listed entity and / or its material subsidiary(ies) has / have complied with paragraph 6.1 and 6.2 of Section V-D of chapter V of the Master Circular on compliance with the provisions of the LODR Regulations by listed entities. | Yes | 1. M/s. Brahmayya & Co., Chartered Accountants (FRN: 0005118), resigned as a Statutory Auditors of the Company vide their resignation letter dated November 14, 2025 informing their inability to continue as the Statutory Auditors of the Company.

1. M/s. SVRL & Co., Chartered Accountants (FRN: as 016182S) appointed as Statutory Auditors of the Company to fill the casual vacancy caused due to the resignation of M/s. Brahmayya & Co., Chartered Accountants pursuant to the ordinary resolution passed by the shareholders through postal ballot on 17.12.2025. The said appointment is pursuant to applicable provisions of the Companies Act 2013 and the SEBI Listing Regulations |
   | 13. | Additional Non-compliances, if any: | Yes | None |

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	No additional non-compliance observed for any SEBI regulation/circular/guidance note etc.

I further, report that the listed entity is in compliance with the disclosure requirements of Employee Benefit Scheme Documents in terms of regulation 46(2) (2a) of the LODR Regulations: Not Applicable as there was no Employee Benefit Scheme.

Assumptions & Limitation of scope and Review:

1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.

2. Our responsibility is to certify based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.

3. I have not verified the correctness and appropriateness of financial Records and Books of Accounts of the listed entity.

4. This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.

For SI AND ASSOCIATES
Company Secretaries

SHAIK IBRAHEEM
Proprietor
FCS No. 7642, CP.No. 24877
Peer Review Certificate No. 6481/2025
UDIN: F007642H000510210

Place: Hyderabad
Date:27/05/2026

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Annexure -1

The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:

Sl. No.	Compliance Requirement (Regulations/ circulars/ guidelines including specific clause)	Regulation / Circular No.	Deviations	Action Taken by	Type of Action	Details of Violation	Fine Amount (Rs)	Observations/Remarks of the Practicing Company Secretary	Management Response	Remarks
					Advisory/Clarification/ Fine/Show Cause Notice/ Warning, etc.
1	SEBI (LODR), Regulations 2015	Regulation 24A	Non-compliance with submission of Secretarial Compliance Audit Report for the year ended 31.03.2025	BSE	Fine	The Company has not submitted the Secretarial Compliance Audit Report for the Quarter ended 31.03.2025 within the prescribed time period.	BSE Fine: Rs.50,000 +GST@18%	The Company has submitted the Secretarial Compliance Audit Report for the year ended 31.03.2025 and also given clarification to the Stock Exchanges and also paid the fine amount to the Stock Exchange	--Nil--

CP No-24877
Hyderabad
NATIONAL PARK SERVICE

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								to the Stock Exchanges and also paid the fine amount to the Stock Exchange
2	SEBI (LODR), Regulations 2015	Regulation 23(9)	Non-submission of Related party transaction disclosure as required under Regulation 23(9) of SEBI (LODR) Regulations, 2015 for the Half-Year ended 30.09.2025	NSE	Fine	Non-submission of Related party transaction disclosure as required under Regulation 23(9) of SEBI (LODR) Regulations, 2015 for the Half-Year ended 30.09.2025	NSE:Fine Rs.15000 + GST @18%	The Company has submitted the disclosure as required under Regulation 23(9) of SEBI (LODR) Regulations, 2015 for the Half-Year ended 30.09.2025 and also given clarification to the Stock Exchange	The Company has submitted the disclosure as required under Regulation 23(9) of SEBI (LODR) Regulations, 2015 for the Half-Year ended 30.09.2025 and also given clarification to the Stock Exchange	-Nil-

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3	SEBI (LODR), Regulations 2015	Regulation 46	Advised to review the contents hosted on your website under Regulation 46(1) of the SEBI LODR Regulations and ensure that all required information is duly disclosed and updated at regular intervals	BSE	Advisory	Advisory	Not Applicable	The Company has submitted the reply with the Stock Exchanges and Complied the provisions of Regulation 46 of SEBI (LODR) Regulations, 2015.	The Company has submitted the reply with the Stock Exchanges and Complied the provisions of Regulation 46 of SEBI (LODR) Regulations, 2015.	Nil-

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Annexure -2

The listed entity has taken the following actions to comply with the observations made in previous reports:

Sl. No.	Compliance Requirement (Regulations/circulars/guidelines including specific clause)	Regulation / Circular No.	Deviations	Action Taken by	Type of Action	Details of Violation	Fine Amount (Rs)	Observations/Remarks of the Practicing Company Secretary	Management Response	Remarks
					Advisory/Clarification/Fine/Show Cause Notice/Warning, etc.
1	SEBI (LODR), Regulations 2015	Regulation 29	Not providing prior intimation w.r.t. fund raising matter	BSE and NSE	Fine	The Company has not given advance notice of 2 working days about proposed consideration of fund raising in the Board Meeting held on 14.08.2024	BSE Fine: Rs.10,000 + GST@18% NSE Fine: Rs.10,000@18%	The Company has given clarification to the Stock Exchanges and also paid the fine amount to the Stock Exchanges (BSE & NSE).	The Company has given clarification to the Stock Exchanges and also paid the fine amount to the Stock Exchanges (BSE & NSE).	-Nil-

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2	SEBI (LODR), Regulations 2015	Regulation 30	Company has not disclosed details/information a per point 2 of Para B of Part A of Schedule III of the SEBI LODR 2015 read with Reg. 30 and SEBI Circular dated July 13, 2023, the listed entity shall provide for – Arrangements for strategic, technical, manufacturing, or marketing tie-up	NSE	Clarification	Company has not disclosed details/information a per point 2 of Para B of Part A of Schedule III of the SEBI LODR 2015 read with Reg. 30 and SEBI Circular dated July 13, 2023, the listed entity shall provide for – Arrangements for strategic, technical, manufacturing, or marketing tie-up	--Nil-	The Company has given clarification to the Stock Exchanges (BSE & NSE).	The Company has given clarification to the Stock Exchanges (BSE & NSE).	-Nil-