Compucom Software Ltd Directors Report

To,

The Members,

Compucom Software Limited

Your Company has immense pleasure in presenting their 31^st Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year ended on March 31, 2025.

FINANCIAL RESULTS:

The highlights of the financial results for the financial year 2024-25 are as follows: (Rs. in Lakhs)

Particulars	31.03.2025	31.03.2024
Total Income	3444.66	6750.16
Total Expenses before DIT	2145.00	5273.37
Operating Profit (PBDIT)	1299.66	1476.79
Finance Cost	379.55	213.09
Depreciation	591.95	616.00
Exceptional Items	0.00	0.00
Profit before Tax	328.16	647.70
Provision for Income Tax including Deferred Tax	99.28	173.76
Profit After Tax	228.88	473.94
Other Comprehensive Income	3.18	107.04
Total Comprehensive Income	232.06	580.98
Appropriation	-	-
Dividend	158.25	316.50
Dividend Tax	-	-
Transfer to General Reserve	-	-
Total Appropriations	158.25	316.50
Earnings per Share: Basic and Diluted (in Rs.) Considering Extraordinary Items	0.29	0.60
Without Considering Extraordinary Items	0.29	0.60

RESULT OF OPERATIONS:

Total income earned during the year amounted to Rs. 3444.66 Lakhs compared to that of Rs. 6750.16 Lakhs in the previous financial year. This reflects a decrease of Rs. 3305.5 Lakhs i.e. 48.97 %. The increase in capital expenditure and corresponding outflow of funds during the year is primarily on account of the ongoing Hotel Project, which is in its near completion stage. The Company has continued to incur significant project-related expenses towards construction, fit-outs, interior works and related capital works. This increase is part of the planned investment cycle, and the project, once completed, is expected to augment the Companys asset base, enhance operational capacity, and contribute positively to future growth and revenue streams. Operating Profit during the period under review is Rs.1299.66 Lakhs as compared to Rs. 1476.79 Lakhs in the previous financial year and the total operating expenses during the year amounted to Rs.2145.00 Lakhs as compared to Rs. 5273.37 Lakhs in the previous financial year.

The profit before tax has decreased from Rs. 647.70 Lakhs in the previous financial year to 328.16 Lakhs in the current financial year.

The profit after tax of Compucom Software Limited has decreased from Rs. 473.94 Lakhs in the financial year 2023-24 to Rs. 228.88 Lakhs in the financial year 2024-25. This reflects a decrease in Rs. 245.06 Lakhs i.e. 51.71%.

The future prospects regarding the working of the Company and reasons for deviations in income are provided in the Management Discussion and Analysis Report as Annexure VII of this report.

As required by IND AS- 110, Consolidated Financial Statements are provided in the later section of the Annual Report.

BUSINESS OPERATIONS:

(1) Software & E-Governance Services:

The E-Governance segment primarily includes projects such as BOCW, LDMS, and the export of software services. During the year, the Company strategically focused on areas offering higher margins and lower risk profiles. Notably, a few new customers were on boarded under the export of software services, contributing to the segments growth. The revenue generated from this segment during the current financial year 2024-25 was Rs. 114.66 Lakhs as against Rs 311.68 Lakhs during the previous financial year. This reflects a decrease of 63.21% i.e. Rs. 197.02 Lakhs due to lower order received from overseas.

(2) Learning Solutions:

The Learning Solution Segment mainly comprises ICT 525 (Five Hundred Twenty-Five) School Project, 53 (Fifty-Three) ICT School Project, 398 (Three Hundred Ninety-Eight) ICT School Project, 412 (Four Hundred Twelve) ICT School Project and 301 (Three Hundred One) BRCs Project and RSLDC Project. These PPP Projects could not have been a success without the cooperation extended by Employees, Business Associates, Vendors and Government officials. Most of these projects are in the form of IT Infrastructure development and imparting Computer education through Satellite at school levels.

The Company has massive plans for capturing the advantage of Indian education expenditure planned through Govt. of India promoted PPP models across India, fueled by Sarva Shiksha Abhiyan (SSA), Rastriya Madhyamik Shiksha Abhiyan (RMSA) and skill development initiatives. The company is also planning to leverage in-house software development and satellite-based technology skills for expansion in schools and coaching Business.

During the year the revenue generated from this segment was Rs. 2716.67 Lakhs as against Rs. 5908.04 Lakhs during the previous financial year. This reflects a decrease of 54.02% i.e. Rs. 3191.37 lakhs due to the reason that we have completed major quantity of projects during the preceding financial year 2023-24.

The current status of various projects being implemented by us is as under:

The Company has nearly completed the operation and maintenance of the Labour Department Management System (LDMS) project for the Department of Labour, Government of Rajasthan. An extension of 3.5 months, with an additional value of approximately Rs. 58 lakhs, is expected.

Progress on various school projects is as under:

1. 525 schools – completed up to 64%

2. 53 schools – completed up to 83%

3. 398 schools – completed up to 59%

4. 412 schools – completed up to 59%

5. 301 schools – completed up to 93%

Further, under the Deen Dayal Upadhyaya Grameen Kaushalya Yojana of the Ministry of Rural Development (MoRD), Government of India, the project has achieved a completion level of 31%.

1) ICT 525 (Five Hundred Twenty-Five) School Project: Received the tender for "Supply and Installation of Computer Systems, Interactive Panel, Printer, UPS and Networking & Electrification etc. in 525 (Five Hundred Twenty-Five) Government Schools with 5 (Five) years On-Site Comprehensive Warranty" of approximately Rs. 66.98/- Crores including GST over the period of 5 (Five) years. The project is currently in progress.

2) ICT 53 (Fifty-Three) School Project: Received an order for providing ICT computer lab related services and supply of related items in 53 (21+32 Schools) Govt. Schools for Establishment of ICT Computer Labs on BOOT Basis from Rajasthan Council of Schools Education (RCSE) worth approximately Rs. 7.26 Crores including GST for 5 (Five) Years. The project is currently in progress.

3) ICT 398 (Three Hundred Ninety Eight) School Project: Received an order from Rajasthan Council for School Education (A Govt. of Rajasthan Undertaking) for Supply and Installation of Computer Systems, Printer, UPS and Networking, Electrification, and IT based Education etc. in 398 (Three Hundred Ninety Eight) Governments Schools for ICT Computer Labs with 5 (Five) years on-site comprehensive warranty under ICT Schools scheme worth approximately Rs. 58.00 Crores including GST. The project is currently in progress.

4) ICT 412 (Four Hundred Twelve) School Project: Received an order from Rajasthan Council for School Education (A Govt. of Rajasthan Undertaking) for Supply, Installation and Training/Education through Computer Systems, Printer, UPS and Networking & Electrification etc. in 412 (Four Hundred Twelve) Government Schools with 5 (Five) years on-site comprehensive warranty worth approximately Rs. 59.77 Crores including GST. The project has been successfully implemented and is currently in progress.

5) 301 (Three Hundred One) BRCs Project: Received an order from Rajasthan Council for School Education (A Govt. of Rajasthan Undertaking) for Supply and Installation of Computer Systems, Thin Client, VC System, UPS and Networking, Electrification etc. in 301 (Three hundred One) BRC with 5 (Five) years on-site comprehensive warranty under ICT Schools scheme worth approximately Rs. 18.27 Crores including GST. The project has been successfully implemented and is currently in progress.

(3) Wind Power Generation:

The Company had 5 (Five) wind power generation plants, 2 (two) at Jaisalmer (Rajasthan) with capacity of 0.6 MW each, 2 plants (Two) at Sikar (Rajasthan) with capacity of 0.6 MW each & 1 (one) Plant at Krishna (Andhra Pradesh) with capacity of 0.8 MW.

Power Purchase Agreement (PPA) for the Jaisalmer Plants expired in February 2024 and consequently these plants were sold on August 2nd, 2024. PPA for the Sikar Plants also expired in December 2024. These plants were sold in April 2025.

Consequently, as on date, the Companys effective wind power generation capacity stood at 0.8 MW, represented by the plant located at Krishna, Andhra Pradesh.

The operation and maintenance of all the wind power projects have been outsourced to Wind World India Limited (formerly known as Enercon India Limited).

During the year revenue generated from this segment amounted to Rs. 80.24 Lakhs as compared to Rs. 157.79 Lakhs during the previous year, which shows a decrease in the revenue of 49.15% i.e. Rs. 77.55 Lakhs after disposal of Jaisalmer plants as mentioned above.

(4) Hotel:

Work on the Hotel Project at IT 12-13, EPIP Sitapura has made significant progress, with partial operations already commenced. The project has now entered its final phase, with interior works and fitments in progress. As on March 31, 2025, total expenditure incurred on the project stood at Rs. 24.73 crores. The estimated cost of completion has been revised to approximately Rs.27 crores, primarily on account of delays and inflationary factors.

During the year revenue generated from this segment amounted to Rs. 9.32 Lakhs. As compared to Rs. 3.78 Lakhs during the previous year, reflecting an increase in revenue of Rs. 5.54 Lakhs.

(5) Other Activities

During the year revenue generated from other sources amounted to Rs. 523.77 Lakhs as compared to Rs. 368.87 Lakhs during the previous year, which shows an increase in revenue of 42% i.e. Rs. 154.90 Lakhs. The increase in other income during the year was primarily on account of derecognition of liabilities amounting to Rs. 57.46 lakhs which were no longer payable. In addition, the Company earned higher interest income of Rs. 56.74 lakhs on Fixed Deposit

Receipts (FDRs) and realized a profit of Rs. 34.48 lakhs from the sale of its Jaisalmer plants. Other income also includes recovery of bad debts written off in earlier years, received during the current year.

The following chart depicts revenue generated from operation for the year ended March 31, 2025:

DETAILS OF SUBSIDIARY COMPANY:

The Company has one unlisted material wholly owned subsidiary company i.e. CSL Infomedia Private limited ("CSL Infomedia"), Jaipur as on March 31, 2025.During the year, the Company has made an additional investment by way of subscription of 70,00,000 (Seventy Lakh) equity shares of Rs. 10/- each at an issue price of Rs. 18/- each amounting to a total investment of Rs. 12,60,00,000/- (Rupees Twelve Crores Sixty Lakhs Only). This additional investment does not alter the Companys percentage ownership in CSL Infomedia.

There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiary in Form AOC-1 is provided in the later section of the Annual Report after Financial Statements of the Company as Annexure IV.

Further, pursuant to the provisions of Section 136 of the Act, the Standalone Financial Statements of the Company, Consolidated Financial Statements along with relevant documents are available in the later section of the Annual Report. Financial Statements of CSL Infomedia Private Limited is available on web link at https://compucom.co.in/mdocs-posts/ financial-statements_csl-infomedia_2024-25/ During the year, operations of subsidiary were reviewed as follows: -CSL Infomedia Pvt. Ltd. is an unlisted material wholly owned subsidiary Company of Compucom Software Limited. It has earned total revenue of Rs. 1331.94 Lakhs during the financial year 2024-25 as compared to Rs. 1440.85 Lakhs in the previous financial year, which shows decrement of 7.56% i.e. Rs. 108.91 Lakhs. The Companys "Loss after tax" for the financial year 2024-25 was Rs. 80.88 Lakhs as compared to a profit of Rs. 85.25 Lakhs during the previous financial year i.e. 2023-24. Overall contribution made by CSL Infomedia Private Limited in the Holding Company was negative of Rs. 80.88 Lakhs primarily on account of lower advertising orders received during the year.

CSL Infomedia Private Limited has efficaciously completed 13 (Thirteen) years of operations of its Satellite TV Channel JAN TV which is a vehicle of Educational, financial, Social and Political change. This channel offers education, news, Employment, talent development, Agriculture, Tourism, Healthcare, spiritual, sports activities, entertainment and information and cutting-edge Affairs primarily based packages. JAN TV is available on Tata Play DTH (1185), Airtel DTH (355), JIO Fiber (1384) and on all predominant OTT platforms like JIO TV, DAILYHUNT, YUPPTV, You Tube Live Streaming and on foremost cable networks throughout India. JAN TV is empaneled with DIPR, Rajasthan for getting Rajasthan government advertisements and DAVP for getting Central Government advertisements. JAN TV has additionally got empanelment with IPRD, Uttarakhand and Bihar for getting Government advertisement.

DIVIDEND:

Keeping the continuous track record of rewarding its shareholders, your directors are pleased to recommend a dividend @ 10% i.e. Rs. 0.20/- per Equity share of Rs. 2/- each for the financial year 2024-25. The total amount to be paid on account of the proposed dividend is Rs. 1,58,25,037.6/- for the financial year 2024-25 subject to the approval of shareholders at the ensuing annual general meeting. The amount paid by way of dividend was Rs. 316,50,075.20 for the preceding financial year 2023-24.

The Board of Directors of the company has fixed Record Date, i.e. Saturday, 20^th September 2025, for the purpose of payment of the final dividend for the financial year ending on March 31, 2025.

Dividend declared & paid since the listing of shares of the Company:

financial year	Dividend Rate
2001-02	10%
2002-03	25%
2003-04	25%
2004-05	25%
2005-06	30%
2006-07	30%
2007-08	15%
2008-09	10%
2009-10	10%
2010-11	15%
2011-12	15%
2012-13	20%
2013-14	20%
2014-15	5%
2015-16	5%
2016-17	5%
2017-18	5%
2018-19	5%
2019-20	15%
2020-21	15%
2021-22	20%
2022-23	20%
2023-24	20%

BOOK VALUE PER SHARE:

Book value during the financial year 2024-25 is Rs. 17.70 per share.

SHARE CAPITAL:

The Company has only one class of shares, i.e. Equity Shares having a Face Value of Rs. 2 (Rupees Two Only) each. During the year, there has been no change in the authorized and paid-up share capital of the Company. The Company has Rs. 20,00,00,000 (Rupees Twenty Crore Only) as authorized Share Capital divided into 10,00,00,000 (Ten Crore) equity shares of Rs. 2(Two) each. The Company has Rs.15,82,50,376 (Rupees Fifteen Crores Eighty-Two Lakhs Fifty Thousand Three Hundred Seventy-Six Only) as paid-up capital divided into 7,91,25,188 Equity Shares of Rs. 2(Two) each.

DEPOSITS FROM PUBLIC:

During the financial year 2024-25, your Company has neither accepted any deposits nor renewed any deposit, falling within the definition of Section 73, 74 and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

Pursuant to Section 2(31) of the Companies Act, 2013 read with Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force), the Company had not received any unsecured loan from directors during the financial year 2024-25.

LISTING OF SHARES:

Your Companys shares are listed at National Stock Exchange of India Ltd (NSE) and BSE Limited. The Companys Symbol at NSE is COMPUSOFT and the Scrip Code of the Company at BSE is 532339.

The Company, in its 26^th Annual General Meeting, approved a resolution for voluntary delisting of its equity shares from the Calcutta Stock Exchange (CSE) with a view to streamline compliance requirements and enhance administrative efficiency. In pursuance of the said resolution, the Company has duly submitted the necessary application to CSE. The delisting process is presently pending with the Calcutta Stock Exchange. In this regard, the Company has made several communications and follow-ups with CSE through letters and emails. However, no response has been received from CSE till date, and the matter continues to remain pending at their end.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

5 (Five) meetings of the Board of Directors were held during this financial year. The dates on which the Board Meetings were held are as follows:

May 24, 2024; July 24, 2024; August 20, 2024; November 11, 2024, and February 10, 2025.

The intervening gap between any two meetings was within the period prescribed by the Act, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and clause 1.1 of Secretarial Standard 1 issued by The Institute of Company Secretaries of India. The Details of the Board Meetings and attendance at such meetings are provided in the Corporate Governance Report attached with the Annual Report as Annexure VIII.

NOMINATIONAND REMUNERATION POLICY:

The Nomination and Remuneration Policy of the Company, containing selection and remuneration criteria of Directors, Senior Management Personnel and Key Managerial Personnel (KMP) and performance evaluation of Directors/Board/ Committees/Chairperson, has been designed to keep pace with the dynamic business environment and market-linked positioning. The Company has an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. The policy has been duly approved and adopted by the Board, pursuant to the recommendations of the Nomination and Remuneration Committee of the Board.

During the year, there were no changes to the said policy. The Nomination and Remuneration policy is available on the weblink at https://compucom.co.in/mdocs-posts/nomination-and-remuneration-policy-2/

We affirm that the remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

DETAILS OF CHANGES IN DIRECTORS AND KMPs:

Appointment and Retirement

The Board of Directors had, based on the recommendation of the Nomination and Remuneration Committee, Dr. Ashwini Kumar Sharma has been appointed as an Additional Director in the category of Non-Executive Independent Director of the Company w.e.f. May 27, 2024 in the Board Meeting dated May 24, 2024 and later he is regularized for a period of 2 (Two) years w.e.f. May 27, 2024 to May 26, 2026 in the 30^th Annual General Meeting of the shareholders of the Company held on August 24, 2024.

The Board of Directors had, based on the recommendation of the Nomination and Remuneration Committee, Mrs. Sunita Garg has been appointed as an Additional Director in the category of Non-Executive Independent Director of the Company w.e.f. May 27, 2024 in the Board Meeting dated May 24, 2024 and later She is regularized for a period of 2 years w.e.f. May 27, 2024 to May 26, 2026 in the 30^th Annual General Meeting of the shareholders of the Company held on August 24, 2024.

The Board of Directors had, based on the recommendation of the Nomination and Remuneration Committee, Mr. Ajay Kumar Surana has been appointed as Additional Director in the category of Non- Executive Non- Independent Director of the Company w.e.f. May 27, 2024, in the Board Meeting dated May 24, 2024, and later he is regularized in the 30^th Annual General Meeting of the shareholders of the Company held on August 24, 2024.

Further, Mr. Satya Narayan Gupta having DIN 07781599 ceased to be the Director w.e.f. from close of business hours on May 26, 2024, upon completion of his terms as Independent Director of the Company as well as from all the Committees positions The Board places on record its appreciation for his invaluable contribution and guidance.

Further, following changes took place in the Board of Directors during the current financial year 2025-26, upto the date of this report:

The Board in its meeting held on May 27, 2025, re-appointed Mr. Surendra Kumar Surana having DIN: 00340866 as Chairperson, Managing Director (CMD) and Chief Executive Officer for a period of 3 years commencing from July 10, 2025, to July 09, 2028, subject to approval of shareholders in the ensuing Annual General Meeting.

Resolution for his appointment is proposed at the 31^st Annual General Meeting and his profile is included in the Notice of 31^st Annual General Meeting.

Further, Mrs. Trishla Rampuria having DIN: 07224903 also resigned as a Non-Executive Non-Independent Director w.e.f. close of business hours on May 27, 2025, due to personal reasons.

Dr. Ashwini Kumar Sharma DIN: 03185731 was appointed by the shareholders as an Independent Director at the 30^th Annual General Meeting held on August 24, 2024, for a term of two (2) years commencing from May 27, 2024 to May 26, 2026. Based on the recommendation of the Nomination and Remuneration Committee and in line with the outcome of the performance evaluation process, the Board has proposed his re-appointment for a further term of three (3) consecutive years commencing from May 27, 2026 to May 26, 2029. The necessary resolution in this regard is being placed before the shareholders at the ensuing 31^st Annual General Meeting. His detailed profile forms part of the Notice convening the said meeting.

Mrs. Sunita Garg having DIN: 10625487 was appointed by the shareholders as an Independent Director at the 30^th Annual General Meeting held on August 24, 2024, for a term of two (2) years commencing from May 27, 2024 to May 26, 2026. Based on the recommendation of the Nomination and Remuneration Committee and in line with the outcome of the performance evaluation process, the Board has proposed her re-appointment for a further term of three (3) consecutive years commencing from May 27, 2026 to May 26, 2029. The necessary resolution in this regard is being placed before the shareholders at the ensuing 31^st Annual General Meeting. Her detailed profile forms part of the Notice convening the said meeting.

Director Retire by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Surendra Kumar Surana, Chairperson, Managing Director and CEO of the company who was retired and being eligible, was re-appointed with the approval of members at the 30^th Annual General Meeting held on August 24, 2024.

Further, in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company Mr. Vaibhav Suranaa, Executive Director of the company retires at the ensuing 31^st Annual General Meeting and being eligible, seeks reappointment. The Board recommends his re-appointment.

Change in KMP

During the financial year 2024-25 there is no change in KMP other than as stated above.

VIGIL MECHANISM:

The Company believes in conducting its affairs in a transparent manner and adopts the highest standards of professionalism and ethical behavior. Integrity is one of the key values of the Company that it strictly abides by. Keeping that in view, the Company has established a vigil mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics.

The revised Whistle-Blower Policy/ Vigil Mechanism is available on weblink at https://compucom.co.in/mdocs-posts/vigil-mechanism-policy-3/.

This policy encourages Directors and employees to bring at your companys attention all instances of illegal or unethical conducts, actual or suspected incidents of fraud, actions that effects the operational & financial integrity and actual or suspected instance of leak of unpublished price sensitive information that could adversely impact operations, business performance and/or reputation.

No personnel have been denied access to the Audit Committee for the matters pertaining to the Vigil Mechanism Policy. The implementation of the Policy was done by the Audit Committee.

During the year no whistle blower events were reported.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment-free workplace for every individual working at its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The constitution of the ICC is as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the committee includes external member from NGOs or any other members with relevant experience. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year 2024-25

Complaints	Financial year 2024-25
Number of Complaints pending at thebeginning of the year i.e., April 1, 2024	NIL
Number of complaints received during the year	NIL
Number of complaints disposed during the year	NIL
Number of cases pending for more than ninety days	NIL
No. of Complaints remaining unresolved at the end of the year i.e., March 31, 2025	NIL

MATERNITY BENEFIT COMPLIANCE

Pursuant to Clause (xiii) of sub-rule (5) of Rule 8 of the Companies (Accounts) Rules, 2014, the Board of Directors hereby confirms that the Company has complied with the provisions of the Maternity Benefit Act, 1961 during the year under review. All eligible female employees are extended maternity benefits in accordance with the Act, including paid maternity leave, nursing breaks, and protection from dismissal during the maternity period. During the review period, no instances of non-compliance were observed.

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Independent Directors of the Company have affirmed that they continue to meet all the requirements of independence specified under sub-section (6) of section 149 of the Companies Act 2013 ("The Act") and the Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and all the independent directors have registered on databank of IICA. Further, all necessary declarations with respect to independence have been received from all the Independent Directors and also received confirmation that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of the Company for Directors and Senior Management personnel. In the opinion of the board, the independent directors possess the requisite integrity, expertise and experience, proficiency and are persons of high integrity and repute. They fulfill the conditions specified in the Act, the rules made there under, listing regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

BOARD COMMITTEES:

Currently, the Board of the Company has four Committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Borrowing Committee.

During the year, all recommendations made by the committees were approved by the Board. The Composition and other Details of the Committees are provided in the Corporate Governance Report attached with the Annual report as Annexure VII.

CORPORATE SOCIAL RESPONSIBILITY:

As per section 135(9) of the Companies Act 2013 where the amount to be spent by a Company on CSR does not exceed Rs. 50 Lakhs (Rupees Fifty Lakhs Only), the requirement of constitution of the Corporate Social Responsibility Committee shall not be applicable. As the amount to be spent by the Company on CSR during the Financial Year ending March 31, 2025, was less than the said limit of Rs. 50 lakhs (Rupees Fifty Lakhs Only), therefore the Company does not need to constitute Corporate Social Responsibility Committee, and the functions of such committee are discharged by the Board of Directors of the Company.

In line with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014, your Company has undertaken various CSR projects in education which are in accordance with the Schedule VII of the Act and CSR Policy of the Company. The Companys CSR Policy is available on weblink at https://compucom.co.in/mdocs-posts/csr-policy-2/. During the year, the Company spent Rs. 20 Lakhs (around 2.03% of the average net profits of the last three financial years) on CSR activities. The brief outline of CSR Policy, Composition of CSR Committee is included in the annual report on CSR activities, which is annexed herewith and marked as Annexure I.

FORMALANNUAL EVALUATION:

Your Company is following the most effective way to ensure that Board Members understand their duties and adopt good governance practices. In furtherance to this, the Directors of your Company commit to act in good faith to promote the objects of the Company for the benefit of its employees, the Stakeholders including Shareholders, the community and for the protection of the environment. Your Company has designed a mechanism as per the provisions of the Act, Listing Regulations for the Evaluations of performance of Board, Committees of Board & Individual Directors. The above mechanism is based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The evaluation was undertaken by way of internal assessments, based on a combination of detailed questionnaires and verbal discussions.

Board evaluation was carried out on various aspects revealing the efficiency of the Boards functioning such as Development of suitable strategies and business plans, size, structure and expertise of the Board and their efforts to learn about the Company and its business, obligations and governance.

The performance of Committees was evaluated by the Board on parameters such as whether the Committees of the Board are appropriately constituted, Committees has an appropriate number of meetings each year to accomplish all of its responsibilities, Committees maintain the confidentiality of its discussions and decisions.

Performance evaluation of every Director was carried out by Board and Nomination & Remuneration Committee on parameters such as appropriateness of qualification, knowledge, skills and experience, time devoted to Board deliberations and participation in Board functioning, extent of diversity in the knowledge and related industry expertise, attendance and participations in the meetings and workings thereof and initiative to maintain high level of integrity & ethics.

Independent Directors performance evaluation was carried out on parameters such as Director upholds ethical standards of integrity, the ability of the director to exercise objective and independent judgment in the best interest of Company, the level of confidentiality maintained. The Directors expressed their satisfaction with the evaluation process.

In their separate meetings, the Independent Directors had carried out performance evaluation of Non- Independent Directors and the Board as a whole. The Independent Directors also carried out the performance evaluation of the Chairperson, taking into account the views of Executive and Non-Executive Directors.

The quality, quantity and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties were also evaluated in the said meeting. The Board found the evaluation satisfactory and no observations were raised during the said evaluation in current year as well as in previous year.

FAMILIARIZATION PROGRAMME AND TRAINING TO INDEPENDENT DIRECTORS:

The Familiarization Programme of your Company aims to familiarize Independent Directors with the Software industry scenario, the Socio-economic environment in which your Company operates, the business model, the operational and financial performance of your Company, to update the Independent Directors on a continuous basis on significant developments in the industry or regulatory changes affecting your Company, to enable them to take well informed decisions in a timely manner. All new independent Directors inducted into the Board attend an orientation program. The details of the familiarization programmes have been hosted on weblink at https://compucom.co.in/mdocs-posts/familiarization-programme-2024-25/

INTERNAL FINANCIAL CONTROL SYSTEMS:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Audit Committee reviews adherence to internal financial control systems and internal Audit reports. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Pursuant to Section 186 of the Companies Act, 2013 disclosure on particulars relating to Investment are stated in Note No. 6 of standalone financial statement. During the year no loans were given and guarantees provided by the Company.

TRANSFER TO RESERVES:

Your directors do not propose to transfer any amount to the general reserves of the Company for the financial year ending on March 31, 2025.

AUDIT REPORTS AND AUDITORS: AUDIT REPORTS

Statutory Auditors Report

The Auditors Report for financial year 2024-25 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

Secretarial Audit Report

The Secretarial Auditors Report for Financial Year 2024-25 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors Report is enclosed as Annexure II with the Boards Report in this Annual Report.

Internal Audit Report

The Internal Audit Report is received by the auditor on a quarterly basis and the same is reviewed and taken on record by the Audit Committee and Board of Directors.

Cost Records and Cost Audit

The requirement for maintenance of Cost Records under section 148(1) and Cost Audit as per Section 148(2) of the Act is not applicable to the Company.

AUDITORS Statutory Auditors

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. S. Misra & Associates, Chartered Accountants (FRN: 004972C), were appointed as Statutory Auditors of your Company in 28^th Annual General Meeting held on August 24, 2022 for a term of five years till conclusion of the 33^rd Annual General Meeting of the Company to be held in calendar year 2027.

The Statutory Auditors have confirmed that they comply with all the requirements and criteria and are qualified to continue to act as Statutory Auditors of the Company.

Secretarial Auditors

As per Section 204 of Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company is required to appoint Secretarial Auditor to carry out Secretarial Audit of the Company.

In consonance with the requirements of Section 204 of the Act and rules made thereunder, M/s V. M. & Associates, Company Secretaries, Jaipur (FRN: P1984RJ039200) were appointed as Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2024-25.

Further, In compliance with Regulation 24A of the SEBI Listing Regulations read with SEBI Notification No. SEBI/LAD-NRO/ GN/2024/218 dated December 12, 2024, a listed entity shall appoint or reappoint a Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive years with the approval of its shareholders in its Annual General Meeting. Accordingly, based on recommendation of the Audit Committee, The Board has recommended to the shareholders, the re-appointment of M/s V. M. & Associates, Company Secretaries, (FRN: P1984RJ039200) as Secretarial Auditor of the Company in its meeting held on May 27, 2025, to carry out Secretarial Audit for a period of five consecutive years from FY 2025-26 to FY 2029-30.

M/s. V.M. & Associates have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the Act & Rules made thereunder and Listing Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and Listing Regulations.

Internal Auditors

As per Section 138 of the Act read with Companies (Accounts) Rules, 2014, every Listed Company is required to appoint an Internal Auditor to carry out Internal Audit of the Company.

In consonance with the requirements of Section 138 of the Act and rules made there under, Mr. Amit Arora, Finance Executive, Jaipur, was appointed to conduct the Internal Audit of the Company for the financial year 2024-25.

The Board has appointed Mr. Amit Arora as the Internal Auditor of the Company in its meeting held on May 27, 2025, to carry out Internal Audit for the financial year 2025-26. He is eligible to become the Internal Auditor as per the rules of the Act.

REPORTING FRAUDS BY AUDITORS:

During the year under review, Internal Auditor, Statutory Auditor and Secretarial Auditor in their respective Reports have not reported to the Audit Committee, under section 143 (12) of the Act, any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

CORPORATE GOVERNANCE:

Our corporate governance practices are a reflection of our value system encompassing our culture, policies and relationships with our stakeholders. Integrity and transparency are the keys to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

The report on Corporate Governance for the financial year ended on March 31, 2025, as per Regulation 34(3) read with Schedule V of the Listing Regulations forms a part of this Annual Report as Annexure VIII.

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE REPORT:

Pursuant to Schedule V(E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has obtained a Compliance Certificate on Corporate Governance from Practicing Company Secretary M/s V. M. & Associates, Company Secretaries in practice, Jaipur which is enclosed this Report as in Annexure IX.

BOARD DIVERSITY:

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender that will help us retain our competitive advantage. The Board Diversity Policy adopted by the Board sets out its approach to diversity. The Policy is available on weblink, at https:// compucom.co.in/mdocs-posts/board-diversity-policy_24-05-2024/

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report forms a part of this Annual Report as Annexure VII which describes the Management Discussion and Analysis of Financial Conditions and Results of Operations of the Company describing the Companys objectives, expectations or predictions.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE AND OUTGO:

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for more efficient operations.

The particulars as prescribed under Section 134 (3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are annexed to this Report as Annexure III.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Information on transactions with related parties pursuant to Section 188(1) for entering into such contract or arrangement in Form AOC-2 is annexed to this Report as Annexure V. All the transactions with the related party were in ordinary course of business and on an arms length basis and in accordance with Section 188 of the Act, read with the Rules issued there under and the Listing Regulations.

PARTICULARS OF EMPLOYEES:

Disclosures pertaining to the percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees 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, is attached as Annexure IV of the Boards Report.

Details as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, with respect to information of top ten employees of the Company in terms of remuneration drawn will be provided in the Annexure VI-A.

In terms of the provisions of Section 136(1) of the Act, the Report and Accounts, as set out therein, are being sent to all the Members of your Company, excluding the aforesaid Annexure which is available for inspection by the Members at the Registered Office of the Company during business hours on all working days of the Company up to the date of the Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary at the Registered Office of your Company. None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his/her spouse and dependent children) more than two percent of the equity shares of the Company.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return of the Company is available on weblink at https://compucom.co.in/mdocs-posts/annual-return_2024-25/

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules 2016 (‘the IEPF Rules), all unpaid and unclaimed dividends are required to be transferred by the Company to IEPF, established by the Central Government under the provisions of Section 125 of the Act, after completion of seven years. Further, according to the IEPF Rules, the shares on which 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 Authority. During the year 2024-25, the Company transferred the unclaimed and unpaid dividends of Rs.1,55,346/-. Further, 37,805 corresponding shares on which dividends were unclaimed for seven consecutive years were also transferred as per the requirements of the IEPF Rules. No other amount is transferred to the IEPF Authority. The Details of Unpaid/ Unclaimed dividend lying in the unpaid account which are liable to be transferred to the IEPF, and their due dates are provided in the Annexure-VIII as Corporate Governance Report of this Report. The details of Unpaid/ Unclaimed dividend is available on weblink www.compucom.co.in

HUMAN RESOURCE MANAGEMENT:

Our professionals are our most important assets, for this your Company draws its strength from a highly engaged and motivated workforce, whose collective passion and commitment has helped the organization scale new heights. Human Resource policies and processes have evolved to stay relevant to the changing demographics, enhance organizational ability and remain compliant with the changing regulatory requirements. The Company has created a favorable work-environment that encourages innovation and nurturing of commercial and managerial talents in its operations. The focus of Human Resources Management is to ensure that we enable each and every employee to navigate the next, not just for clients, but also for themselves. We have re-imagined our employee value proposition, to make it more meaningful to our employees.

TRADE RELATIONS:

The Company maintained healthy, cordial and harmonious Industrial relations at all levels. The Directors wish to place on record their appreciation for the valuable contribution by the employees of the Company.

QUALITY ASSURANCE:

Continuous sustained commitment to the highest levels of quality, best-in-class service management and robust information security practices helped the Company in smooth and efficient functioning.

The Company is an ISO 9001:2015 organization, certified by ICV. These standards enable us to identify risks at the initial planning stage of the project. The Company firmly believes in the pursuit of excellence to compete in this emerging and growing software market. Our focus has been on providing quality products and services to our customers.

RISK MANAGEMENT:

Pursuant to Section 134(3) (n) of the Act & under Regulations 21 of the Listing Regulations, the Company formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day-to-day operations of the Company. The Risk

Management Policy of the Company outlines different kinds of risks and risk mitigating measures that are to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk. The Risk management procedure is reviewed by the Audit Committee and Board of Directors on a yearly basis at the time of review of the yearly Financial Statement of the Company. This has also been covered in the Management Discussion and Analysis, forming part of this report. The Policy is available on the weblink http://compucom.co.in/mdocs-posts/risk-management/ Based on the framework of internal financial control and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the Audit of internal financial controls over financial reporting by the statutory Auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during financial year 2024-25.

CODE OF CONDUCT:

In compliance with Regulation 26(3) of the Listing Regulations and the Act, the Company has framed and adopted a code of conduct and ethics for Board and Senior Management. This Code is applicable to the members of the Board and the Executive Officers. The Code is available on the weblink https://compucom.co.in/mdocs-posts/code-of-conduct-2/. The certificate of CEO on the affirmation of such Code of Conduct by the members of the Board and Senior Management Personnel is provided in the Corporate Governance Report attached with the Annual Report as Annexure VIII.

PREVENTION OF INSIDER TRADING:

In compliance with the provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board has adopted a code of conduct and code of practices and procedures for fair disclosure of unpublished price sensitive information to preserve the confidentiality of price sensitive information to prevent misuse thereof and regulate trading by insiders. The code of practices and procedures for fair disclosure of unpublished price sensitive information is also available on the web link http://compucom.co.in/mdocs-posts/code-of-cunduct-for-insider-trading/ along with this Company has also adopted a share dealing code for the prevention of insider trading in the shares of the Company. The share dealing code, inter alia, prohibits purchase / sale of shares of the Company by employees while in possession of unpublished price sensitive information in relation to the Company. The Company has automated the declarations and disclosures to identify designated persons, and the Board reviews the Code on a need basis. The Company has maintained a Structured Digital Database (SDD) pursuant to provisions of Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The policy is available on our website, at the following link http:// compucom.co.in/mdocs-posts/code-for-fair-disclosure-of-unpublished-price-sensitive-information/

SIGNIFICANTAND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting on the going concern status and the Companys operations in future.

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.

DIRECTORS RESPONSIBILITY STATEMENT:

In compliance with Section 134(5) of the Act, the Board of Directors to the best of their knowledge and hereby confirm the following: (a) In the preparation of the annual accounts, the applicable Accounting Standards were followed along with proper explanations 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 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.

(c) The Directors have 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.

(e) The Directors had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (f) The Directors had devised a proper system to ensure compliance with the provisions of all applicable laws and that such a system was adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS

There are no Material changes and commitments affecting the financial position of the company that have occurred between the end of the financial year to which the Financial Statements relate and the date of this report.

SUSPENSION OF TRADING

No securities of company are suspended by National Stock Exchange, Bombay Stock Exchange and Calcutta Stock Exchange.

CHANGE IN NATURE OF BUSINESS

During the year under review, there were no changes in the business of the Company.

CREDIT RATING

The Company has obtained the following rating on long term and short-term bank facilities assigned by CARE Ratings Limited (CARE Ratings) as on July 08, 2024.

Sr. No.	Security/Instrument/Facility name	Amount (Rs. in Crores)	Rating
1	Long term bank facilities	7.00	CARE BBB-; Stable (Triple B Minus;Outlook: Stable)
2	Short-term Bank Facilities	0.84	CARE A3 (A Three)
3	Long term / Short term bank facilities	14.00	CARE BBB-; Stable / CARE A3 (Triple B Minus; Outlook: Stable / A Three)

DISCLOSURES ON IBC, 2016

During the year under review, the company has neither made any application, nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

DETAIL OF AGREEMENTS AS SPECIFIED UNDER REG. 30A (2) OF LODR

There is no agreement entered into as mentioned in Clause 5A of Para A of Part A of Schedule III of Listing Regulations.

OTHER DISCLOSURE:

Other disclosures required as per Act, Listing Regulations or any other laws and rules applicable are either NIL or NOT APPLICABLE to the Company.

ACKNOWLEDGEMENT:

The Directors take this opportunity to thank all Investors, employees, associates and business partners, clients, strategic alliance partners, technology partners, vendors, financial institutions/banks, for their continued support during the year. The Directors place on record their appreciation of the contribution made by all the employees at all levels for their dedicated service and continued excellent work throughout the year.

The Directors also thank the Government of India, particularly the Ministry of Finance, the Ministry of Corporate Affairs, the Central Board of Direct Taxes, the Central Board of Indirect Taxes and Customs, GST authorities, the Reserve Bank of India, Securities and Exchange Board of India (SEBI), various departments under the state governments and union territories, the Software Technology Parks (STPs) and other government agencies for their support and look forward to their continued support in the future.

For and on behalf of the Board of Directors
For Compucom Software Limited
Sd/-	Sd/-
(Surendra Kumar Surana)	(Vaibhav Suranaa)
Chairperson, Managing Director & CEO	Executive Director
(DIN: -00340866)	(DIN: - 05244109)
Place: Jaipur
Date: August 07, 2025
Registered Office:
IT 14-15, EPIP, Sitapura,
Jaipur-302022 (Rajasthan)