California Software Company Ltd Directors Report

For the Financial Year ended 31st March, 2025

To

The Members,

The Directors are pleased to present the 33rd Annual Report of your Company together with the audited financial statements for the financial year ended 31 st March, 2025.

1. Financial Results

The financial results of the Company for the year ended 31st March, 2025 are summarized below:

Particulars	Standalone FY 2024-25	Standalone FY 2023-24	Consolidated FY 2024-25	Consolidated FY 2023-24
Total Revenues	544.63	428.03	544.63	428.03
Total Expenses	444.80	343.11	444.80	343.11
Profit before exceptional & extraordinary items	99.83	84.92	99.83	84.92
Exceptional Items	-	-	-	-
Profit before extraordinary items & tax	99.83	84.92	99.83	84.92
Profit before Tax	99.83	84.92	99.83	84.92
Current Tax	29.67	25.85	29.67	25.85
Deferred Tax	(1.78)	(3.28)	(1.78)	(3.28)
Profit for the year	71.93	62.35	71.93	62.35
Minority Interest	-	-	-	-
Paid-up Equity Capital	618.28	154.57	618.28	154.57
EPS (Rs)-Basic	0.12	0.40	0.12	0.40
EPS (Rs)- Diluted	0.12	0.40	0.12	0.40

2. Company Performance and Results of Operations

2.1 Standalone

During the year, your Company earned total revenue of ?544.63 lakhs. Profit before tax stood at Rs99.83 lakhs, and profit for the year after tax provisions and adjustments was Rs71.93 lakhs.

2.2 Consolidated

On a consolidated basis (including subsidiary), your Company recorded total revenue of Rs544.63 lakhs and profit before tax of Rs99.83 lakhs.

3. Dividend

The Board of Directors, after reviewing the financial performance and future growth requirements of the Company, has decided to retain the entire profits earned during the financial year 2024-25 in the Profit and Loss Account. Accordingly, no dividend is recommended or declared for the financial year under review.

4. Share Capital

As on March 31, 2025, the Share Capital of the Company stood at Rs27,04,99,355, comprising the following:

Particulars	No. of Shares	Face Value (Rs)	Amount (Rs)
Equity Shares - Fully Paid	1,54,57,106	10 each	15,45,71,060
Equity Shares - Partly Paid (Rights Issue)	4,63,71,318	2.50 each (Partly Paid)	11,59,28,295
Optionally Convertible Redeemable Preference Shares (OCRPS)	4,18,700	10 each	41,87,000
Total	-	-	27,04,99,355

5. Transfer to Reserves

The Company retained the entire surplus in the Profit and Loss Account; hence, no transfer to General Reserve was made during the year.

6. Subsidiary Company and Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiary have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. These statements form part of this Annual Report.

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(1) of the Companies (Accounts) Rules, 2014, the financial position and performance of the subsidiary are disclosed in the Consolidated Financial Statements.

As on 31st March, 2025, the Company has one subsidiary, Aspire Communications Private Limited. There has been no material change in the nature of the business of the subsidiary during the year. The Consolidated Financial Statements have been prepared in accordance with the applicable accounting standards.

A separate statement containing the salient features of the financial statements of the subsidiary and associates, in Form AOC-1, is attached as Annexure I, along with other financial information of the Company.

7. Deposits

The Company has not accepted any deposits under Chapter V of the Companies Act, 2013. No principal or interest was outstanding as at the balance sheet date.

8. Particulars of Loans, Guarantees and Investments

Pursuant to the provisions of Section 134(3)(g) of the Companies Act, 2013, the particulars of loans given, guarantees provided, and investments made by the Company under Section 186 of the Act are disclosed in the Notes to Accounts forming part of the financial statements.

9. Related Party Transactions (RPTs)

There were no material RPTs during FY 2024-25, except a loan taken from Dr. Vasudevan Mahalingam (Managing Director and Promoter) to fund day-to-day operations. Disclosures are provided in the Notes to Accounts and particulars under Section 188(1) in Form AOC-2 attached as Annexure II.

10. Changes in the Board of Directors

Subsequent to the end of the financial year, the following change took place in the composition of the Board of Directors:

• Mr. Ashok Godavarthi (DIN: 08389864) tendered his resignation as Independent Director, effective May 29, 2025. The Board placed on record its appreciation for the valuable guidance and contributions made by Mr. Godavarthi during his tenure as a Director of the Company.

11. Declaration by Independent Directors

Independent Directors have submitted declarations under Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, confirming that they meet the criteria of independence and have complied with the Code for Independent Directors (Schedule IV of the Act).

12. Governance Guidelines

The Board has adopted Governance Guidelines on Board Effectiveness covering Board composition, roles, independence, tenure, diversity, nomination, induction, evaluation, remuneration, subsidiary oversight, Code of Conduct, and committee mandates.

13. Nomination & Appointment of Directors

The Nomination and Remuneration Committee (NRC) is responsible for defining the competency requirements for the Board, taking into account the Companys industry, strategy, and long-term objectives.

The NRC undertakes a comprehensive Board composition analysis, reflecting an understanding of the Companys design, operating environment, financial condition, and compliance requirements. The Committee also conducts periodic gap analyses to identify areas where additional expertise or diversity is required, including at the time of each appointment or re-appointment of Directors.

In fulfilling its role, the NRC reviews the profiles of potential candidates against the identified competency needs and engages with them before making its recommendations to the Board. At the time of appointment, the Committee communicates to the appointee the specific requirements of the role, including the level of expertise and knowledge expected.

14. Qualification, Positive Attributes & Independence Criteria

The Nomination and Remuneration Committee (NRC) has formulated the criteria for determining the qualifications, positive attributes, and independence of Directors in accordance with the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Independence

In accordance with the above criteria, a Director will be considered an Independent Director if they satisfy the requirements specified under the Act, the rules framed thereunder, and Regulation 16(1 )(b) of the SEBI Listing Regulations.

Qualifications

The Company follows a transparent Board nomination process that promotes diversity of thought, experience, knowledge, perspective, age, and gender. The Board aims to maintain an appropriate mix of functional expertise and industry knowledge. While recommending an appointment, the NRC evaluates how the candidates functional and domain expertise will complement the overall skill set of the Board.

Positive Attributes

Beyond the statutory duties under the Act, the Directors are expected to demonstrate high standards of ethical conduct, strong interpersonal and communication skills, and sound judgment. Independent Directors are also required to adhere to the Code for Independent Directors as prescribed under Schedule IV of the Act.

15. Corporate Social Responsibility (CSR)

The Company does not meet the threshold limits under Section 135 of the Act; accordingly, CSR provisions are not applicable for FY 2024-25.

16. Annual Evaluation of the Board, Committees and Directors

In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out an annual evaluation of its own performance, that of its Directors, and the working of its Committees.

Role of the Nomination and Remuneration Committee (NRC)

The NRC defined the evaluation criteria, procedure, and schedule for the performance evaluation process covering the Board, its Committees, and individual Directors.

Evaluation by the Board

• The Board evaluated its overall performance and the performance of individual Directors after obtaining feedback from all Directors.

• The performance of Committees was also assessed based on inputs from Committee Members.

• Criteria for evaluation included:

o Board composition and structure, o Effectiveness of Board processes, o Contribution to long-term strategic planning, o Adequacy and quality of information provided, and o Committee structure, composition, and effectiveness of meetings.

The evaluation process was aligned with the SEBI Guidance Note on Board Evaluation.

Evaluation by Independent Directors

At a separate meeting, the Independent Directors:

• Evaluated the performance of Non-Independent Directors and the Board as a whole.

• Reviewed the performance of the Chairman, taking into account the views of both Executive and NonExecutive Directors.

Review by NRC and the Board

The NRC reviewed the evaluation results and shared its findings with the Board. The Board discussed the feedback received from Directors on its performance, as well as that of its Committees and individual Directors, at a subsequent meeting.

17. Familiarisation Programme for Independent Directors

The Company has put in place a structured programme to familiarise its Directors, particularly Independent Directors, with the Companys business model, operations, policies, and regulatory environment.

• Information Support: Directors are provided with necessary documents, reports, and internal policies to enable them to understand the Companys procedures and practices.

• Presentations: Periodic presentations are made at Board and Committee meetings covering business updates, financial performance, the global business environment, strategic initiatives, and risk management.

• Regulatory Updates: Directors receive quarterly updates on significant statutory and regulatory changes impacting the Company.

• Induction: Upon appointment, each Director is issued a Letter of Appointment outlining in detail their roles, responsibilities, fiduciary duties, and terms of engagement.

The details of the familiarisation programme for Independent Directors are available on the Companys website at: # https://www.calsofts.com/investors

18. Skills, Expertise and Competencies of the Board

Based on NRC recommendations, the Board has identified core skills/competencies required for effective functioning, including industry knowledge, strategy, finance, risk, governance, technology, and compliance.

19. Number of Board Meetings

Seven (7) Board meetings were held during the year. The intervening gap was within the limits prescribed by the Act. Details appear in the Corporate Governance Report.

20. Board Committees

The primary Committees of the Board are the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee. Since the Company does not fall under the Top 500 listed entities by market capitalisation, constitution of a Risk Management Committee is not mandatory.

20.1. Audit Committee

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177(8) of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has constituted a qualified and independent Audit Committee.

• Composition (as on 31st March 2025): The Audit Committee consists of four Non-Executive & Independent Directors, all of whom possess adequate financial and accounting expertise.

• Meetings: During FY 2024-25, the Committee met on 30th May 2024, 14th August 2024, 25th October 2024, and 14th February 2025.

• Functions: The composition, powers, roles/functions, and terms of reference of the Audit Committee are set out in the Corporate Governance Report, forming part of this Annual Report.

• Observations: All recommendations of the Audit Committee during the year were duly considered and accepted by the Board. There were no instances of non-acceptance.

20.2. Nomination and Remuneration Committee (NRC)

As on 31st March 2025, the NRC comprised five Non-Executive Independent Directors.

• Chairperson: Mrs. A.V.N. Srimathi, Independent Director.

• Meetings: The Committee met four times during the year on 30th May 2024, 14th August 2024, 25th October 2024, and 14th February 2025.

• Role: The NRC is responsible for formulating criteria for appointment, remuneration, evaluation, and succession planning for Directors and Key Managerial Personnel.

20.3. Stakeholders Relationship Committee (SRC)

The Company has constituted a Stakeholders Relationship Committee (formerly known as the Shareholders/lnvestors Grievance Committee) to look into the redressal of shareholder and investor grievances, including transfer or credit of shares, non-receipt of dividend, notices, annual reports, etc.

• Composition (as on 31st March 2025): Four members — three Independent Directors and one NonExecutive Director.

• Chairperson: Mrs. A.V.N. Srimathi, Independent Director.

• Meetings: The Committee met three times during the year on 06^th May 2024, 30th May 202A, and 14th February 2025.

21. Policies Developed by the Company

21.1 Nomination & Remuneration Policy

The Policy (covering criteria for Directors/KMP/Senior Management) is available at www.calsofts.com. Extracts are attached as Annexure III. The Board affirms remuneration paid in FY 202A-25 was as per policy.

21.2 Whistle Blower Policy (Vigil Mechanism)

A vigil mechanism under Section 177(9) and SEBI (LODR) enables reporting of genuine concerns. The Audit Committee oversees the mechanism. No person was denied direct access to the Audit Committee Chair. Policy available at www.calsofts.com.

21.3 Board Diversity Policy

The Company recognises the value of a diverse Board and aims for an optimal mix of skills, experience, knowledge, and gender. The Board includes at least one woman Director and appointments are merit-based.

22. Compliance with Secretarial Standards

The Company has complied with SS-1 (Board Meetings) and SS-2 (General Meetings) issued by the ICSI.

23. Auditors

23.1 Statutory Auditors

The Statutory Auditors have confirmed they are not disqualified. Notes to Accounts referred to in their report are self-explanatory.

Statement on Impact of Audit Qualifications (for audit report with modified opinion) submitted along-with Annual Audited Financial Results (Standalone)

Statement on Impact of Audit Qualifications for the Financial Year ended March 31,2025 [See Regulation 33 / 52 of the SEBI (LODR) (Amendment) Regulations. 2016]

Particulars	Audited Figures (as reported before adjusting for qualifications) (Rs.in Lakhs)	Adjusted Figures (audited figures after adjusting for qualifications) (Rs.in Lakhs)
1. Turnover / Total income	544.64	Not applicable since impact is not ascertainable
2. Total Expenditure	444.80
3. Net Profit/(Loss)	71.94
4. Earnings Per Share	0.12
5. Total Assets	3049.43
6. Total Liabilities	286.07
7. Net Worth	2763.35
8. Any other financial itein(s) (as felt appropriate by the management)	Nil	Nil

II. Audit Qualification (each audit qualification separately):

A. Details of Audit Qualification:	(i) Balances appearing in ‘Current Tax Asset (net) amounting to Rs.380.02 Lakhs, under Current Assets in the Standalone Financial Results are subject to reconciliation. The effect of the non-reconciliation is not quantifiable.
	(ii) Balances appearing in ‘Investment in Equity Instrument of Subsidiary amounting to Rs.311.38 Lakhs, grouped under the head Investments under Non-Current Financial Assets in the Standalone Financial Results is subject to Impairment testing. The effect of Impairment loss for the said Investment is not quantifiable.
	(iii)Balances appearing in ‘Trade receivables amounting to Rs. 1,840.11 Lakhs, under Current Financial Assets in the Standalone Financial Results are subject to reconciliation and confirmation from the customers. Consequent impact of noncollection of receivables shall impair GST exemption on exports which needs to be provided. The effect of the non-confirmation / non-reconciliation is not quantifiable.
B. Type of Audit Qualification:	Qualified Opinion
C. Frequency of qualification:	Reoccurs
1). For Audit Qualifiation(s) where the impact is quantified by the auditor. Managements Views	Not applicable
E For Audit Quulifiction(s) where the impact is not quantified by the auditor:
(i) Managements estimation on the impact of audit qualification.	Not Ascertainable
(ii) If management is unable to estimate the impact, reasons for the same:	Managements View:
	a) On audit qualification 2(A)(i) of the statement:
	For the above referred observation of the Auditors, balances appearing in ‘Current Tax Asset (net) amounting to Rs.380.02 Lakhs, under Current Assets m the Standalone Financial Results pertains to various previous years and the assessment is pending before the various appellate authorities and the management is confident of winning cases in favour of the Company.
	b) On audit qualification 2(A)(ii) of the statement:
	For the above referred observation of the Auditors, balances appearing in ‘Investment in Equity Instrument of Subsidiary amounting to Rs.311.38 Lakhs, grouped under the head Investments under Non-Current Financial Assets in the Standalone Financial Results. These investments are good in nature and the management is confident of realizing the investments in the near future with good yield and profits. If the said investment is not realizable then management will calculate impairment loss and will recognize in the future.
	c) On audit qualification 2(A)(iii) of the statement:
	For the above referred observation of the Auditor, Balances appearing in ‘Trade receivables amounting to Rs. 1,840.11 Lakhs, under Current Financial Assets in the Standalone Financial Results are subject to reconciliation and confirmation from the customers. The major revenue of the company is from the digital marketing and the realization of the trade receivables started happening. Necessary provisions will be made.
(iii) Auditors comments on
(i) or (ii) above:	No comments further to the ‘Details of Audit Qualification"
III. Signatories:
• CEO/Managlng Director	For CALIFORNIA SOFTWARE COMPANY LIMITED
	Dr. Mahalingam Vasudevan
• CFO	For CALIFORNIA SOFTWARE COMPANY LIMITED
	Ms. Manimala
• Audit Committee Chairman	For CALIFORNIA SOFTWARE COMPANY LIMITED
	A.V.N. Srimathi
• Statutory Auditor	For K. COPAL RAO & CO., Chartered Accountants ICAI Firm registration no. 000656S
	Madan Copal Narayanan Partner Membership no. 211784

Statement on Inmarl of Audit Qualifications (for audit report with modified opinion) submitted along-with Annual Audited Financial Results (Consolidated)

Statement on Impact of Audit Qualifications for the Financial Year ended March 31. 2025 [See Regulation 33 / 52 of the SEBI (LODR) (Amendment) Regulations, 2016]

Particulars	Audited Figures (as reported before adjusting for qualifications) (Rs.in Lakhs)	Adjusted Figures (audited figures after adjusting for qualifications) (Rs.in Lakhs)
1. Turnover / Total income	544.64
2. Total Expenditure	444.80
3. Net Profit(Loss)	71.94
4. Earnings Per Share	0.12
5. Total Assets	2739.16	ascertainable
6. Total Liabilities	286.07
7. Net Worth	2453.08
8. Any other financial item(s) (as felt appropriate by the management)	Nil	Nil

II. Audit Qualification (each audit qualification separately):

A. Details of Audit Qualification:	(i) Balances appearing in ‘Current Tax Asset (net) amounting to Rs.380.02 Lakhs, under Current Assets in the Consolidated Financial Results are subject to reconciliation. The effect of the non-reconciliation is not quantifiable.
	(ii) Balances appearing in Trade receivables amounting to Rs. 1,840.11 Lakhs, under Current Financial Assets in the Consolidated Financial Results are subject to reconciliation and confirmation from the customers. Consequent impact of noncollection of receivables shall impair GST exemption on exports which needs to be provided. The effect of the non-confirmation / non-reconcihation is not quantifiable.
B. Type of Audit Qualification:	Qualified Opinion
C. Frequency of qualification:	Reoccurs
D. For Audit Qualifiration(s) where the impart is quantified	Not applicable
by the auditor. Managements Views
E. For Audit Qualifiration(s) where the impact is not quantified by the auditor:
(i) Managements estimation on the impart of audit qualification.	Not Ascertainable
(ii) If management is unable to estimate the impact, reasons for the same:	Managements View:
	a) On audit qualification 2(A)(i) of the statement:
	For the above referred observation of the Auditors, balances appearing in Current Tax Asset (net) amounting to Rs.380.02 Lakhs, under Current Assets in the Consolidated Financial Results pertains to various previous years and the assessment is pending before the various appellate authorities and the management is confident of winning cases in favour of the Company.
	b) On audit qualification 2(A)(ii) of the statement:
	For the above referred observation of the Auditor, Balances appearing in ‘Trade receivables amounting to Rs. 1840.11 Lakhs, under Current Financial .Assets in the Consolidated Financial Results are subject to reconciliation and confirmation from the customers. The major revenue of the company is front the digital marketing and the realization of the trade receivables started happening. Necessary provisions will be made.
(iii) Auditors comments on (i) or (ii) above:	No comments further to the "Details of Audit Qualification"
III. Signatories:
• CEO/Managing Director	For CALIFORNIA SOFTWARE COMPANY LIMITED
	Dr. Mahalingam Vasudevan
• CFO	For CALIFORNIA SOFTWARE COMPANY LIMITED
	Ms. Manimala
• Audit Committee Chairman	For CALIFORNIA SOFTWARE COMPANY LIMITED
	A.V.N. Srimathi
• Statutory Auditor	For K. GOPAL RAO & CO., Chartered Accountants ICAI Firm registration no. 000656S
	Madan Gopal Narayanan Partner
	Membership no. 211784

23.2 Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. S. Dhanapal, Senior Partner, M/s. S. Dhanapal & Associates LLP, a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company. Pursuant to Regulation 24A (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. S. Dhanapal & Associates LLP, a firm of Practicing Company Secretaries is proposed to be appointed as Secretarial Auditors for first term of Five consecutive years from FY 2025-26 to FY 2029-30 subject to the approval of Shareholders in the ensuing Annual General Meeting.

The Secretarial Auditor has qualified the report with respect to delay in filing forms and clerical errors made in the quarterly filing by the company, delay in crediting the rights issue shares to the company. The company has replied to the exchanges with respect to clerical errors which are yet to be taken on record by the exchange. The company The Board is taking steps to comply with the requirements which have arisen due to technical difficulties/ inadvertence. The company has paid penalties with regard to delay in crediting of shares on issue of shares to rights basis

Cost Audit: Not applicable.

2k. Particulars of Employees and Remuneration (Section 197; Rule 5)

Disclosures under Rule 5(2) are provided in Annexure V.

Key Disclosures (Rule 5(1))

• Remuneration (Rs in lakhs p.a.)

o Mr. Vasudevan Mahalingam: Nil (Ratio to median: Nil; % increase: Nil)

o Ms. Manimala Vasudevan: 18.00 (Ratio: 12; % increase: 50%)

o Mr. Vijayakumar Madhavan: 18.00 (Ratio: 12; % increase: 80%)

• Median remuneration: Rs 7.25 lakhs per annum in FY 2024-25 vs Rs 3.24 lakhs per annum in FY 202324 (approx. Rs27,000 per month), implying -10% increase year-on-year.

• Permanent employees (as at 31st March, 2025): 42.

• Average increases: -10% across non-managerial employees; managerial remuneration largely unchanged except normal increments based on performance.

Note: I normalized the "per month/per annum" wording to avoid ambiguity. Please confirm the median base (monthly vs annual) before publishing.

25. Pecuniary Relationships of Non-Executive Directors

No sitting fees were paid to Non-Executive Directors. Mr. Vasudevan Mahalingam held 3,84,96,620 equity shares as of 31st March, 2025.

26. Internal Financial Controls

The term Internal Financial Controls refers to the policies and procedures adopted by the Company to ensure the orderly and efficient conduct of business, including adherence to internal policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

Your Company has adequate and robust Internal Control Systems, commensurate with the size, scale, and complexity of its operations.

To maintain objectivity and independence, the Internal Audit function reports directly to the Chairman of the Audit Committee. The Internal Audit Department monitors and evaluates the adequacy and effectiveness of the internal control systems, as well as compliance with operating systems, accounting procedures, and policies across all locations of the Company.

Based on Internal Audit reports, process owners implement corrective actions in their respective areas, thereby strengthening controls. Significant audit observations and recommendations, along with managements corrective actions, are placed before the Audit Committee for review.

The Audit Committee also holds periodic discussions with the Internal and Statutory Auditors as well as with the Management, thereby ensuring the integrity of financial reporting and confirming that the Companys internal financial controls and risk management systems remain robust, effective, and defensible.

27. Human Resources

27.1 Employee Strength and Expansion

Calsoft leverages a localisation strategy across global locations and continues to focus on productivity and employee experience through simplification and digitalisation of HR processes.

27.2 Talent Acquisition & Development

Digital, Cloud, Al and data-driven approaches underpin hiring, development, and career management, with emphasis on learn-unlearn-relearn and building performance, productivity, and innovation.

28. Disclosure under the Sexual Harassment of Women at Workplace Act, 2013

The Company has an Anti-Sexual Harassment Policy and a duly constituted ICC. No complaints were received during FY 2024-25.

29. Significant and Material Orders

No orders were passed by Regulators/Courts/Tribunals impacting the going concern status or future operations.

30. Material Changes and Commitments

There were no material changes/commitments affecting the financial position between the end of the financial year and the date of this report.

31. Extract of Annual Return

As per the MCA Notification dated 28th August, 2020 amending Rule 12(1), the Annual Return in accordance with Section 92(3) of the Companies Act, 2013 and as prescribed in Form MGT-7 of the Companies (Management and Administration) Rules, 2014 is made available on the Companys website.

32. Corporate Governance

The Company has complied with the requirements of corporate governance under the Companies Act, 2013 and as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A detailed Report on Corporate Governance, together with the Management Discussion and Analysis Report under Regulation BA of SEBI (LODR), along with a certificate from M/s. S. Dhanapal & Associates LLP, Practising Company Secretaries, confirming compliance, is annexed as Annexure VI and forms part of this Report.

33. Code of Conduct

In accordance with SEBI (LODR) Regulations, 2015 and the Companies Act, 2013, the Company has adopted a Code of Conduct applicable to all Board Members and Senior Management Personnel.

The Code is available on the Companys website: # www.calsofts.com.

All Board Members and Senior Management Personnel have affirmed compliance with the Code for the financial year ended 31st March, 2025. A declaration to this effect, signed by Dr. M. Vasudevan, Managing Director, forms part of the Corporate Governance Report.

34. Management Discussion and Analysis Report

The Management Discussion and Analysis Report, prepared in accordance with the Listing Regulations, forms part of this Annual Report under the heading Management Report

35. Related Party Transactions

During FY 2024-25, the Company did not enter into any transactions of a material nature with its subsidiaries, promoters, Directors, senior management, or their relatives that could have had a potential conflict with the Companys interest.

The Company has obtained requisite declarations from all Directors and senior management personnel,

confirming that no such relationships exist.

No materially significant related party transactions were undertaken other than those disclosed in the Notes to Accounts. Further details of related party contracts/arrangements are provided in Annexure II to this Report.

36. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

• As the Company is engaged in Information Technology Enabled Services (ITES), the provisions relating to energy conservation and technology absorption are not applicable.

• During FY 202A-25, the Company earned Rs5.15 crore in foreign exchange.

37. Directors Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation of any material departures.

2. The Directors selected appropriate accounting policies, applied them consistently, and made reasonable and prudent estimates to give a true and fair view of the state of affairs of the Company and its profit/loss for the year.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the Act, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

A. The annual accounts have been prepared on a going concern basis.

5. The Company has laid down proper internal financial controls and such controls are adequate and operating effectively.

6. Proper systems have been devised to ensure compliance with applicable laws and such systems are adequate and operating effectively.

38. Green Initiatives

In line with MCA guidelines and SEBI circulars, since FY 2016-17, the Company has been sending electronic copies of Annual Reports and AGM Notices to all members whose email addresses are registered with the Company/Depositories. Physical copies are sent to members who have not registered their email addresses.

39. Miscellaneous

a) The Company has not issued any shares with differential rights and hence no information as per provisions of Section A3(a)(ii) of the Act read with Rule A(A) of the Companies (Share Capital and Debenture) Rules, 201A is furnished.

b) The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 5A(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 201A is furnished.

c) The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 201A is furnished.

d ) During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(A) of Companies (Share Capital and Debentures) Rules, 201 Ais furnished.

e) During the year, there was no proceeding initiated by or against the company under the Insolvency and Bankruptcy Code, 2016.

f) The requirement to disclose the details of difference between amount of Valuation done at the time of onetime settlement and valuation done while taking loan from Banks & Financial Institutions along with the reasons thereof, is not applicable.

g) The company has complied with the provisions

39. Additional Information to Shareholders

The Company regularly publishes critical and pertinent investor information — including financial results, investor presentations, press releases, new launches, and project updates — on its website: # www.calsofts.com.

40. Acknowledgements

The Board places on record its sincere appreciation to all customers, shareholders, suppliers, bankers, business partners/associates, and Government/regulatory authorities in India and overseas for their continued support.

The Board also acknowledges the commitment and dedication of employees at all levels and looks forward to their continued contribution in the years ahead.

For and on behalf of the Board of Directors
Dr. M. Vasudevan
Managing Director & CEO
Vijayakumar M	Place: Chennai
Whole-Time Director	Date: September 05, 2025