Adisoft Technologies Ltd Directors Report

5. Dividend:

The Board of Directors of the Company, after considering holistically the relevant circumstances has not recommended any dividend for the current financial year with a view to conserve the profits generated.

6. Change in Nature of Business:

During the period under review, the Company has not changed its line of business in such a way which amounts to commencement of any new business or discontinuance, sale or disposal of any of its existing businesses or hiving off any segment or division.

7. Material changes and commitments:

During the period under review , company has done material changes and commitments which affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate and on the date of this report.

• Company has changed its status from Adisoft Technologies Private Limited to Adisoft Technologies Limited company through the central government approval on dated 16.09.2025

• the Company completed an initial public offering of 43,08,000 equity shares, increased its paid-up equity share capital from Rs. 12,01,00,000 to Rs. 16,31,80,000, and was listed on the EMERGE platform of the National Stock Exchange of India Limited on 30 April 2026

8. Share Capital:

There has been change in the share capital of the company during the year under review the company has increased its Authorised Paid-Up Capital to Rs. 20 Crore divided into 2 Crore Equity shares of Rs. 10/- each on 22^nd August 2025 and increased its paid-up share capital to Rs. 12,01,00,000 Crore through issue of Rs. 1,20,00,000 Crore bonus equity shares to the existing shareholders in their existing shareholding proportion on 5^th September 2025.

9. Transfer of unclaimed dividend to Investor Education and Protection Fund:

There was no unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, remaining unclaimed/ unpaid in relation to the Company. Hence, the Company is not required to transfer any amount to Investor Education and Protection Fund (IEPF).

10. Particulars of Loans, Guarantees and Investments:

The particulars of loans given, guarantees, and investments, if any covered under the provisions of Section 186 of the Act have been disclosed in the financial statements.

11. Information about Subsidiary/ JV/ Associate Company:

During the year under review, no company has become or ceased to be the Companys subsidiary or joint venture or associate company.

Pursuant to the provisions of section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companys Associate for the financial year ended on 31st March, 2026 annexed as Annexure - I in Form AOC-1 as part of this Board Report.

12. Deposits:

During the year under review, your Company has not invited any deposits from public/shareholders as per Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

13. Disclosure relating to the provision of Section 73 of Companies Act,2013 read with rule (2) (1)(c)(viii) of The Companies (Acceptance of Deposit) Rules 2014:

During the year the company has accepted borrowings from its directors and his/their relatives, the detail of the same is as under:

Amount received from Directors: -

14. Related Party Transactions:

During the year under review, your Company has engaged in transactions which define as related party transactions as mentioned in form AOC-2. Accordingly, the disclosure of related party transaction/ contract/arrangement as required under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of Companies (Accounts) Rules, 2014, is attached as Annexure - II

Policy of transactions with the Related Parties as approved by the Board is uploaded on the Companys website

15. Directors and Key Managerial Personnel:

During the year, company has appointed Non-Executive Director, Chief Financial Officer, Independent Directors, along with Whole- Time Company Secretary.

Composition of board of directors as on 31-03-2026 is as follows:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Shashikant Vinayakrao Magdum Director of the Company, is eligible to retires by rotation at the ensuing Annual General Meeting. The Board of Directors has recommended his re-appointment.

In accordance with the provisions of section 149 read with Schedule IV of the companies act 2013, Mr. Pratik Kabra and Mr. Sachin Jain Appointed as Non-Executive Independent Director at the EGM held on September 19, 2025.

I. Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, Mr. Ajay Chandrashekhar Prabhu Managing Director, Mr. Ajay Chandrashekhar Prabhu got appointed as Managing Director through the Special resolution passed on the Extra-Ordinary General Meeting held on 15.09.2025, and from the same resolution dated 15.09.2025, Mrs. Preeti Ajay Prabhu got appointed as Whole-Time Director through the Special resolution passed on the Extra-Ordinary Resolution held on 15.09.2025.

Further Ms. Mayura Dilip Darvekar Chief Financial Officer and Mr. Vaibhav Nandkumar Salunke, Company Secretary & Compliance officer got Appointed through Board Resolution Passed on 13.09.2025

Pursuant to the provisions of Section 203 of the Act, Mr. Ajay Chandrashekhar Prabhu Managing Director, Mrs. Preeti Ajay Prabhu Whole-Time Director, Ms. Mayura Dilip Darvekar Chief Financial Officer and Mr. Vaibhav Nandkumar Salunke, Company Secretary & Compliance officer are the Key Managerial Personnel as on 31^st March, 2026.

II. Independence of Directors:

Your Companys Board consists of rich experience, professionals and visionaries who provide strategic direction and guidance to the organization.

As on 31st March, 2025, the Board comprised of two non-executive independent directors.

Pursuant to the provisions of Section 149(7) of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act read with Rules framed thereunder. There has been no change in the circumstances affecting their status as independent directors of the Company.

Further Pursuant to the provisions of Section 149(8) of the Act, read with the Schedule IV of the companies act 2013, Independent director has hold their meeting on dated 16^th March 2026, without the presence of any other director.

16. Corporate Governance

As per Regulation 15(2) of Listing Regulations, the Compliance with Corporate Governance provisions shall not apply in respect of the following class of Companies:

i. Listed entity having paid up Share Capital not exceeding ^ 10 Crore and Net Worth not exceeding ^ 25 Crore, as on the last day of the previous financial year;

ii. Listed entity which has listed its specified securities on the SME Exchange. Since our Company falls within the ambit of aforesaid exemption clause (b), hence compliance with the provision of Corporate

Governance as specified in Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses

(b) to (i) of Regulation 46(2) & Para C, D & E of Schedule V shall not apply to the Company and it does not form part of the Annual Report for the financial year 2025-26.

17. CEO/ CFO Certification

Pursuant to Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provision of Para D of Schedule V of SEBI (LODR) relating to declaration by CEO/CFO is not applicable to the company

18. Certification from Company Secretary In Practice

Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to certificate of non-disqualification of directors is not applicable to the company as company has listed its specified securities on the NSE EMERGE SME Platform.

19. Number of Meeting of Board of Directors:

During the Financial Year, the Company held Eighteen (18) meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

19. Composition of Audit Committee:

As per the provision of Section 177 along with rules prescribed under the Companies Act, 2013, the company has constituted Audit Committee during the financial year.

Following is the composition Audit Committee:

Audit Committee Meetings

20. Nomination and Remuneration Committee:

As per the provision of Section 178(1) along with rules prescribed under the Companies Act, 2013, the company has constitute Nomination and Remuneration Committee during the financial year and also the Company has devised policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

Following is the composition of Nomination and Remuneration of Committee:

Nomination and Remuneration of Committee Meeting

21. Stakeholder Relationship Committee

As per the provision of Section 178(5) along with rules prescribed under the Companies Act, 2013, the company has constituted Stakeholder Relationship Committee during the financial year.

Following is the composition of Stakeholders Relationship Committee:

Stakeholders Relationship Committee Meeting

22. Board Evaluation:

In terms of the Policy for Evaluation of the Performance of the Board of the Company, the Board has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and Listing Regulations.

Performance evaluation is carried out in the following manner:

a. Evaluation of Independent Directors by the Board excluding the Independent Director being evaluated;

b. Evaluation of the Chairman/Non-Independent Directors by the Independent Directors excluding the Director being evaluated;

c. Evaluation of the Committees by the Board.

All the Board members are provided forms having the criteria for evaluation of the Independent Directors, Chairman, Non-executive Directors, Committees, seeking ratings on the performance of the respective Directors, Chairman, Committees as mentioned above. The Company recognizes that good corporate governance is a continuous exercise and requires everyone to raise their level of competency and capability to meet the expectations in managing the enterprise and its resources optimally with prudent ethical standards. Adherence to transparency, accountability, fairness and ethical standards are an integral part of the Companys function.

23. Familiarization Program for Independent Directors:

24. Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had 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;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting 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;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) That the Directors have been laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively during the year,

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. Internal control systems and their adequacy:

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boards report. To ensure effective Internal Financial Controls the Company has laid down the following measures:

All operations are executed through Standard Operating Procedures (SOPs) in all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.

All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management.

The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done

on an annual basis. The audit reports for the above audits are compiled and submitted to Managing Director and Board of Directors for review and necessary action.

26. Corporate Social Responsibilities (CSR):

Following is the composition of Corporate Social Responsibility Committee :

Corporate Social Responsibility Committee Meeting

27. Energy conservation, Technology Absorption & Foreign Exchange Earnings and Outgo:

(A) Conservation of energy:

The particulars prescribed under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, technology Absorption, Foreign Exchange Earnings and outgo are given below:

A. Conservation of Energy, Technology Absorption:

i. The operations of the Company are not classified as energy-intensive; however, the Company remains committed to promoting energy efficiency across all its functions. Various initiatives have been implemented to optimize energy usage, including the adoption of energy-efficient equipment and continuous investment in technology that enhances infrastructure sustainability. As part of its cost-reduction and eco-conscious efforts, the

management has issued internal guidelines encouraging the use of natural daylight in place of artificial lighting during office hours. Additionally, the administration regularly monitors adherence to energy-saving practices, such as ensuring that all computer systems and electronic equipment are properly shut down at the end of the workday.

ii. No new investment is made in such energy-saving devices during the financial year.

B. Foreign exchange earnings and Outgo (Amount in Lakhs)

28. Business Risk Management:

The Company has established an appropriate risk management framework to identify, assess, monitor and mitigate various risks associated with its business operations. The Board of Directors periodically reviews the key business and operational risks and ensures that suitable measures are implemented to manage such risks effectively.

29. Listing with Stock Exchange

Your Company has received Listing and Trading approval of NSE Limited vide its letter dated April 30^th, 2026 permitting Listing and Trading of Equity Shares of the Company on NSE (EMERGE SME Platform). The Company has paid applicable listing fees to the Stock Exchange.

The ISIN code of the Company is INE20PL01012.

30. Particulars Of Employees and Remuneration:

The disclosure 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 are annexed herewith as Annexure IV and forms part of this Report. Further there were no employee who was in receipt of remuneration for that year which, in the aggregate as provided in the rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

31. Significant and Material Orders Passed by the Regulators or Courts:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

32. Remuneration Policy:

Your Company has in place the Remuneration Policy which provides for a whole gamut of compensation philosophy for rewarding and retaining talent.

33. Auditors:

Statutory Auditors & their Report

M/s. KPNB & Associates, Chartered Accountants (Firm Registration No. 0136141W), Pune, were appointed as the Statutory Auditors of the Company at the Annual General Meeting of the Company held on 24 September 2025, to hold office from the conclusion of the said Annual General Meeting until the conclusion of the Annual General Meeting to be held in the year 2030, in accordance with the provisions of the Companies Act, 2013.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditors Report are self-explanatory.

34. Maintenance of Cost Records.

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company during the year under review.

35. Secretarial Auditor

The Secretarial Audit is not applicable on the company as it is not covered under the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year under review, the Company was not required to appoint Secretarial Auditor. However, after the closure of financial year 2025-26, pursuant to provisions of Section 204 of Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s SAW and Associates Company Secretaries to undertake Secretarial Audit of the Company for the financial year 2025-2026 on a voluntary basis. The Secretarial Audit Report is annexed herewith as Annexure V.

36. Statement regarding compliances of applicable Secretarial Standards:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

37. Companys Policies

The Company was listed on the National Stock Exchange of India Limited (NSE) on 30^th April 2026. In order to ensure adherence to good corporate governance practices and to comply with the applicable statutory and regulatory requirements, the Company has formulated and adopted various policies. These policies have also been hosted on the Companys website.

Vigil Mechanism/Whistle Blower Policy

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behaviour.

Nomination and Remuneration Policy

The Company has the policy on the appointment and remuneration of directors and key managerial personnel which provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company.

Policy for Determining Material Subsidiaries

The Company has policy for determining material subsidiaries which are available on the Companys website

Code of Conduct for Prevention of Insider Trading in Companys Securities

The Company has Code of Conduct for Prevention of Insider Trading in Companys Securities which is available on the Companys website.

Document Preservation Policy

The Company has established a policy in confirmation of Regulation 9 of the Listing Regulations for preserving the documents, files, information etc. of the Company. The policy may be downloaded from the Companys website.

Policy for Determining Materiality of an event or information

The Company has policy for determining materiality of an event or information which is available on the Companys website.

Code of Conduct for the Board of Directors and Senior Management

The Company has on place Code of Conduct for the Board of Directors and Senior Management which is available on the Companys website.

38. Management Discussion and Analysis Report

The Company was listed on the National Stock Exchange of India Limited (NSE) on 30^th April 2026. Although the requirement to prepare a Management Discussion and Analysis (MDA) Report was not applicable to the Company for the financial year 2025-26, the Management has, on a voluntary basis, decided to include the Management Discussion and Analysis Report as part of the Annual Report of the Company.

39. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). An Internal Complaints Committee ("ICC") has been duly constituted as per the provisions of the POSH Act to redress complaints regarding sexual harassment at the workplace.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow;

40. Fraud Reporting:

During the year under review, Auditors of the company have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

41. Proceedings Pending under The Insolvency and Bankruptcy Code,2016:

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

42. Difference in Valuation:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

43. Maternity Benefit:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees, if any during the year.

44. Acknowledgement:

Your directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

45. Cautionary Statement

The statements contained in the Boards Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.