This report discusses and analysis the performance for the year ended 31st March 2025.
Operation and Industry
The company is in the business of sale, purchase and licensing of Software within and outside India. Company has many new projects to expand its business in the coming years in India as well as abroad and trying to increase its scale of operation and Company is also trying to invest in appointing and maintaining Good Employees. The Indian Software Industry plays an important role in increasing the GDP of the economy of the Country and is on expansion with passing of time.
Opportunities and Threats
Your company is facing competition in Indian as well as overseas market, but we have an edge over others with our quality and timely execution of services. The dynamic business conditions and adverse movement of foreign exchange rate of the Rupee is major concern for the growth of the industry. The Company is contributing positively in the same and providing the best services to the customers.
Risk and Concerns
The Company has a well-structured and robust risk management mechanism, including a comprehensive register that lists the identified risks, their impact and the mitigation strategy. Broadly, some overriding risks are listed below:
Data security risk: Technical failure and breakdowns in servers could interrupt our websites and result in corruption of all data and security breaches. The Company has adopted various measures to overcome the risks.
Obsolescence risk: A technology-driven company always faces the risk of an innovation or product development that can make one or more propositions redundant. The Company remains alert with technological developments to overcome this risk.
Competition risk: Enhanced competition in the market may reduce price and revenue margin. The Company is expanding globally and penetrating potential international markets.
Consolidation risk: Consolidation of service providers may affect the Company. The Company is focusing on capitalizing on current market opportunities.
Regulatory risk: Businesses can be affected by privacy legislation and other regulations.
Segment -Wise or Product -wise Performance
The Company is dealing in single segment as IT and Software Services. The Company has secured business and new order from overseas and expecting good growth in future and Company also continue to engage in deep industry Knowledge.
Outlook
The company is making all efforts to improve the quality of its Services and to take more projects and has been involved in diversified activities in the Software Industry. The Company is maintaining high quality products and services and confident of achieving better results in the future.
Internal Control Systems and their Adequacy
Internal control systems are a set of policies, processes and procedures put in place to help achieve the strategic objectives of an organization. Good controls encourage operational efficiency and compliance with laws and regulations, as well as minimizing the chance of errors, theft and fraud. At the same time internal controls also enhance the reliability and accuracy of accounting data.
The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. This has been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies.
Financial and Operational Performance
The Company has adopted Indian Accounting Standards (Ind-AS) pursuant to notification issued by Ministry of Corporate Affairs regarding the Companies (Indian Accounting Standards) Rules, 2015. Accordingly, the financial results have been prepared in accordance with Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder.
The financial statements are prepared in accordance with the Companies (Accounting Standards) Rules, 2015, notified under section 133 of the Act and other relevant provisions of the Act. The accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.
Material Developments in Human Resources/ Industrial Relations Front, Including Number of People Employed It is the Companys firm belief that its people constitute the primary source of its sustainable competitive advantage. For success in the market, skills and workmanship are important to create superiority with excellent finish and to accomplish the same, Company regularly strives to train and equip its employees as per the Industry demand. There are Eight (8) permanent employees on the rolls of company on 31st March 2025.
Cautionary Statement
Statement in this Management Discussion and Analysis describing the Companys objective, projects, estimates and expectations may be ‘forward-looking statement within the meaning of applicable laws and regulations. Actual results may vary significantly from the forward-looking statements contained in this document due to various risks and uncertainties. Several factors could make a significant difference to the Companys operations. These include economic conditions, government regulations and tax laws, political situation, natural calamities, among others, over which the Company does not have any direct control.
PARTICULARS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
Part A:
(i) The ratio of the remuneration of each director to the median employees remuneration for the financial year 2024-2025 and such other details as prescribed is as given below:
Name |
Ratio |
Pradeep Kumar Chopra (Chairman and Independent Director)* |
N.A. |
Naresh Kumar Chibba (Managing Director) |
2.75:1 |
Akshat Bhaskar (Independent Director) * |
N.A. |
Sunaina Chibba (Director)* |
N.A. |
Aditya Vikram Chibba (Director)* |
N.A. |
Raghav Nathani* |
N.A. |
Gaurav Sachdeva* |
N.A. |
*No remuneration has been paid to these directors.
NOTE:-Mr. Pradeep Kumar Chopra and Mr. Akshat Bhaskar Ceased to be director from 27th September, 2024. Thereafter, the Shareholders of the Company appointed Mr. Raghav Nathani and Mr. Gaurav Sachdeva as an independent director in the Annual General Meeting held on 20/09/2024. But on 24th June, 2025, Mr. Raghav Nathani has resigned from the position of Independent director due to personal and unavoidable circumstances.
On 6th August, 2025, Ms. Parul Suraiya has been appointed by the Board of Directors as an Additional Director designated as an Independent Director subject to the approval of the members of the company
(ii) The percentage increase in remuneration of each director, Chief Financial Officer (CFO), Chief Executive Officer (CEO), Company Secretary (CS) or Manager, if any, in the financial year:
Name |
Designation | %
Increase |
Mr. Naresh Kumar Chibba* |
Managing
Director |
Nil |
Mr. Navneet Kumar |
CFO | 7.46% |
Ms. Sakshi Dhawan |
CS | Nil |
*There was no increase in remuneration of Mr. Naresh Kumar Chibba during the financial year 2024-25.
(iii) The percentage increase/decrease () in the median remuneration of employees in the financial year: (4.62)%
(iv) There were Eight* (8) permanent employees on the rolls of company as on 31st March 2025
(v) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration:
There is only one Whole Time Director i.e. Managing Director. There was no change in the remuneration.
(vi) If remuneration is as per the remuneration policy of the company: Yes *Eight permanent employees including Managing Director.
Part: B
Annexure - III
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014
Form for Disclosure of particulars of contracts/arrangements entered by the company with related parties referred to in Sub Section (1) of Section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions at Arms length basis:
S. No. |
Particulars | Details |
a) |
Name (s) of the related party & nature of relationship | Interads E Communications Limited (IECL) |
b) |
Nature of contracts/arrangements/transaction | Providing software service |
c) |
Duration of the contracts/arrangements/transaction | Till termination by either party |
d) |
Salient terms of the contracts or arrangements or transaction including the value, if any | 60% to 85% of resale value of
original values of the IECL contract with its client.
Transaction of Rs. 22,23,887/- held during the financial year 2024-25 |
e) |
Date of approval by the Board | 24.08.2023 |
f) |
Amount paid as advances, if any | NIL |
2. Details of contracts or arrangements or transactions not at Arms length basis:
| S. | Particulars | Details | |
| No. | |||
| a) | Name (s) of the related party & nature of relationship | ||
| b) | Nature of contracts/arrangements/transaction | ||
| c) | Duration of the contracts/arrangements/transaction | ||
| d) | Salient terms of the contracts or arrangements or transaction including the value, if any | ||
| e) | Justification for entering into such contracts or arrangements or transactions | ||
| f) | Date of approval by the Board | ||
| g) | Amount paid as advances, if any | ||
| h) | Date on which the special resolution was passed in general meeting as required under first proviso to section 188 |
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014
Form for Disclosure of particulars of contracts/arrangements entered by the company with related parties referred to in Sub Section (1) of Section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.
3. Details of contracts or arrangements or transactions at Arms length basis:
S. No. |
Particulars | Details |
a) |
Name (s) of the related party & nature of relationship | Continental Software Solutions Private Limited |
b) |
Nature of contracts/arrangements/transaction | 1. Provide Software Services
2. Leasing the Property |
c) |
Duration of the contracts/arrangements/transaction | The term of contract will be applicable for all times to come until terminated by any party |
d) |
Salient terms of the contracts or arrangements or transaction including the value, if any | The amount of the transactions cannot be estimated but the limit of transactions with the company shall not exceed Rupees two crores and Transaction of Rs. 60,000/- held during the financial year 2024-25 |
e) |
Date of approval by the Board | 24.08.2023 |
f) |
Amount paid as advances, if any | NIL |
4. Details of contracts or arrangements or transactions not at Arms length basis:
| S. | Particulars | Details | |
| No. | |||
| a) | Name (s) of the related party & nature of relationship | ||
| b) | Nature of contracts/arrangements/transaction | ||
| c) | Duration of the contracts/arrangements/transaction | ||
| d) | Salient terms of the contracts or arrangements or transaction including the value, if any | ||
| e) | Justification for entering into such contracts or arrangements or transactions | ||
| f) | Date of approval by the Board | ||
| g) | Amount paid as advances, if any | ||
| h) | Date on which the special resolution was passed in General meeting as required under first proviso to Section 188 |
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