Fidel Softech Ltd Directors Report

BOARDS REPORT

Dear Shareholders,

Your directors are pleased to present the Twenty First Annual Report of FIDEL SOFTECH LIMTED along with the Audited Financial Statement for the Financial Year ended March 31, 2026.

1. Highlights of Financial Performance

The Company has recorded the following financial standalone performance, for the year ended March 31, 2026:

				(Amount in Rs. Cr)
Particulars	Standalone (in Cr. )		Consolidated (In Cr.)
	FY25-26	FY24-25	FY25-26	FY24-25
Revenue	48.99	54.80	102.35	55.04
EBITDA	13.14	12.57	19.30	12.65
Profit Before Tax	12.60	12.41	18.31	12.50
PBT %	25.71%	22.65%	17.88%	22.71%
Profit After Tax	9.30	9.26	14.05	9.33
PAT %	18.98%	16.96%	13.72%	16.95%
EPS	6.77	6.74	10.04	6.79

During the financial year under review, the Company recorded revenue from operations of INR 48.99 Crores as against INR 54.80 Crores in the previous financial year, reflecting a decline primarily on account of business and project execution dynamics during the year.

Despite the reduction in revenue, the Company demonstrated improved operational efficiency and cost optimization, resulting in an increase in EBITDA from INR 12.57 Crores in FY 2024-25 to INR 13.14 Crores in FY 2025-26. EBITDA margins improved significantly during the year.

Profit Before Tax ("PBT") stood at INR 12.60 Crores as compared to INR 12.41 Crores in the previous year, registering stable profitability with improvement in PBT margin from 22.65% to 25.71%.

Profit After Tax ("PAT") for the year was INR 9.30 Crores as against INR 9.26 Crores in FY 2024-25. PAT margin improved from 16.96% to 18.98%, reflecting the Companys focus on operational discipline, efficient resource utilization and sustainable profitability.

Earnings Per Share ("EPS") remained stable at INR 6.77 per share during FY 2025-26 as compared to INR 6.74 per share in the previous financial year.

On a consolidated basis, the Company delivered a strong financial performance in FY 2025-26, with revenue increasing to ?102.35 crore from ?55.04 crore in FY 2024-25, reflecting robust business growth. EBITDA rose to ?19.30 crore from ?12.65 crore, while Profit Before Tax (PBT) increased to ?18.31 crore from ?12.50 crore and Profit After Tax (PAT) grew to ?14.05 crore from ?9.33 crore. Earnings per Share (EPS) also improved significantly to ?10.04 from ?6.79. Although both PBT and PAT margins moderated to 17.88% and 13.72%, respectively, compared with 22.71% and 16.95% in the previous year, the overall increase in revenue and profitability demonstrates the Companys continued operational strength.

The management remains focused on strengthening operational capabilities, expanding business opportunities and maintaining sustainable growth with healthy profitability margins in the coming years.

Your Company has demonstrated exceptional financial growth in FY25-26 compared to the previous fiscal year. The significant increases in revenue, EBITDA, PBT, PAT, and EPS underscore the companys effective strategic initiatives, operational efficiency, and strong market positioning.

2. SUMMARY OF OPERATIONS

Key Developments in FY2025-26

• Strategic Acquisition Completed -

Strategic acquisition of Fidel Technologies KK, IM Corporation (Japan), and Techvine Consulting LLC (USA) are expected to strengthen revenue growth, enhance onsite delivery capabilities, expand access to new clients and markets and create opportunities for cross-selling and upselling services.

Major Contract Wins and Business Milestones

• Secured a JPY 100 million annual managed services contract in Japan, reinforcing the Companys presence in the Japanese market.

• Successfully delivered Railways and Anime language localization projects, demonstrating domain expertise and execution capabilities.

• Won a new language localization contract with a leading OTT platform in India.

• Delivered FIX training and related services to the Baku Exchange, expanding the Companys footprint in the financial services sector.

• Successfully executed a complex solution integration project for a global enterprise in collaboration with a leading Indian e-commerce company.

• Secured a language localization engagement with a major US-based global corporation, expected to contribute approximately ?3-4 crore in annual revenue during FY 2026-27.

• Received an extension for an Al-assisted software internationalization (I18N) project from an existing US client, reflecting strong customer confidence and continued demand.

• Continued to strengthen market presence and expand customer relationships in the United States, creating a robust pipeline of opportunities.

• Many of the above contract wins and business opportunities are the result of sustained investments and strategic business development initiatives undertaken over the last one to two years, which are now beginning to translate into tangible commercial outcomes and revenue growth.

• Al-led services gaining traction

Growing engagement in Al proof-of-concepts, localization and data solutions-Al services contributed ~?3 Cr approx. in the year.

• Strong global positioning

US-Japan-India corridor established with unique strength in Japan-high entry barriers, strong differentiation, niche advantage.

Outlook for FY 2026-27

The Company has articulated a robust growth strategy focused on geographic expansion, Al-enabled service offerings, deeper client engagements, and strategic acquisitions to drive sustainable long-term value creation.

For FY 2026-27, the Company is targeting revenues in the range of INR 145-150 Crores, while maintaining sustained double-digit EBITDA and profitability margins. The revenue outlook is supported by a strong order pipeline, increasing traction in international markets, expansion of managed services engagements, growth in AI-led localization and internationalization services, and cross-selling opportunities across the Groups global client base.

Looking ahead, the management has established a medium-term vision of achieving approximately INR 300 Crores in annual revenue over the next 3-3.5 years. This growth is expected to be driven by:

• Continued expansion across the US-Japan-India corridor and other strategic markets;

• Deepening relationships with existing enterprise customers;

• Increased adoption of AI-enabled language, localization, and technology services;

• Expansion of onsite delivery and consulting capabilities; and

• Selective inorganic growth opportunities that complement the Companys service portfolio, customer base, and geographic presence..

The Company continues to strengthen its organizational foundation and execution capabilities. The broader Fidel Group now comprises a global workforce of over 500 professionals and maintains a healthy attrition rate of approximately 15%, reflecting strong employee engagement, effective talent retention and organizational stability.

During the year, the Company has strengthened its governance frameworks, operational controls, technology capabilities and employee development initiatives to support its long-term growth strategy and scalability objectives.

3. RESERVES

The Board has not proposed any transfer of amount to Reserves. Consequently, the entire profit of ?9.30 crore (before dividend distribution) earned during the financial year 2025-26 has been retained in the Profit and Loss Account.

4. DIVIDEND

Your directors are pleased to recommend a dividend of ?2.25 per share for the current financial year.

5. STATEMENT OF DEVIATION(S) OR VARIATION(S) IN ACCORDANCE WITH REGULATION 32 OF SEBI LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS (LODR) REGULATION, 2015

During the year the Company has utilized t113 Lakhs towards Funding Working Capital requirements and t 70 Lakhs towards General Corporate Purposes.

Actual utilization since inception was t1080.59 Lakhs in total and t 132.68 Lakhs still remained unutilized. There was a shortfall in utilization of funds as the Company had undertaken a conservative approach of spending the funds raised. The Company believes that spending has to be made on the right opportunities and at the right time, rather than spending to meet targets. It was a strategic call to delay the spending.

6. ANNUAL RETURN

As per the Companies (Management and Administration) Amendment Rules, 2020 dated 28^th August, 2020, of the Companies Act, 2013 (the Act), the Annual Return of the Company is uploaded on the website of the Company at https:// www.fidelsoftech.com/other-disclosures/

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on March 31,2026, the Company has 6 Directors with an optimum Combination of Executive and Non-Executive including Women Director. The detailed profile of the Board of Directors is available on the website of the Company at this link: https:// www.fidelsoftech.com/board-of-director/ . The constitution of the Board Committees is given elsewhere in this report.

a. Mr. Sunil Kulkarni (DIN 00152931) is liable for retirement by rotation and, being eligible, offers himself for re-appointment at the ensuing Annual General Meeting

The following changes have been made to the Board of Directors of the Company during the year:

b. Cessation of Directorship:

Dr. Apurva Joshi ceased to be an Independent Director of the Company with effect from 15 April 2025 upon completion of her first term of 3 years.

The Board places on record its sincere appreciation and gratitude for the valuable contributions made by her during her tenure.

c. Appointment of Additional Director (Independent):

Upon the recommendation of the Nomination and Remuneration Committee, Mrs. Prajakta Kotasthane (DIN: 00113512) has been appointed as an Additional Director in the category of Independent Director of the Company with effect from 14^th April 2025. Her appointment is regularized in the Annual General Meeting held on 1^th August 2025 as Independent Director for First term.

Based on representations received from the Directors, none of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013 and rules made thereunder or any other provisions of the Companies Act, 2013. The Directors have also made necessary disclosures as required under provisions of section 184(1) of the Companies Act, 2013. All members of the Board of Directors and senior management personnel affirmed compliance with the Companys Code of Conduct policy for the financial year 2025-2026.

All Independent Directors of the Company have given a declaration under Section 149(1) of the Act, that they meet the criteria laid down in Section 149(6) of the Act. The Board is of the opinion that all the Independent Directors of the Company possess the requisite qualifications, experience, expertise including proficiency in their respective fields of study.

Further, their names are included in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In compliance with Schedule IV of the Companies Act, 2013 a meeting of the Independent Directors of the Company was held during the year. The evaluation process for the Board of Directors pertaining to the Financial Year 2025-26 has been carried out and the same was shared with the Chairman of the Company and Nomination and Remuneration Committee of the Board.

8. FORMAL ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the board was evaluated by the Board after seeking input from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking input from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of Independent Directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors based on criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

9. MEETING OF BOARD OF DIRECTORS

During the year, the composition of Board of Directors is as follows-

1. Mr. Sunil Kulkarni, Chairman and Executive Director

2. Mrs. Prachi Kulkarni, Managing Director

3. Mr. Shyamak Kulkarni, Non-Executive Director

4. Mr. Pradeep Dharane, Independent Director

5. Dr. Girish Desai, Independent Director

6. Ms. Prajakta Kotasthane, Independent Director (w.e.f. 14^th April, 2025)

7. Dr. Apurva Joshi (upto 14^th April 2025)

Total of 9 (Nine) Board Meetings were held during the financial year ended March 31, 2026, detailed as under. The maximum gap between any two Board Meetings was less than 120 days.

Sr. No	Meeting dates
1	14th April 2025
2	21st April 2025
3	30th April 2025
4	17th July 2025
5	30th July 2025
6	15th October 2025
7	30th October 2025
8	24th January 2026
9	3rd February 2026

The Board Meeting attended by each Director is as follows -

Sr. No	Name of Directors	No. of Board Meeting attended
1	Mr. Sunil Kulkarni	9
2	Mrs. Prachi Kulkarni	9
3	Mr. Shyamak Kulkarni	9
4	Mr. Pradeep Dharane	9
5	Dr. Girish Desai	8
6	Ms. Prajakta Kotasthane	9
7.	Dr. Apurva Joshi	0

10. COMMITTEES OF THE BOARD

I. AUDIT COMMITTEE

Your Directors have constituted the Audit committee in accordance with Section 177 of the Companies Act, 2013 read with rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014 on April 15, 2022. The said Audit Committee was re-constituted w.e.f 14^th April, 2025. The members of the re-constituted Audit Committee are as follows:

1. Mr. Pradeep Dharane, Independent Director, Chairman of the Committee

2. Mr. Sunil Kulkarni, Director

3. Dr. Girish Desai, Independent Director

Total of 7 (Seven) meetings of the Committee were held during the period ended March 31, 2026; detailed as under:

Sr. No	Meeting dates
1	21st April 2025
2	30th April 2025
3	17th July 2025
4	30th July 2025
5	15th October 2025
6	30th October 2025
7	3rd February 2026

The Committee meeting attended by members are as follows:

Names of Members	No of meetings attended
Mr. Pradeep Dharane	7
Mr. Sunil Kulkarni	7
Dr. Girish Desai	7

Further, during the financial year under review, all recommendations made by the Audit Committee were accepted by the Board.

II. NOMINATION AND REMUNERATION COMMITTEE

Your directors have constituted a Nomination and Remuneration Committee as required under the provisions of Section 178 of the Companies Act, 2013. The said committee was re-constituted w.e.f 10^th April 2025. The Nomination and Remuneration Committee consists of following members:

1. Dr. Girish Desai, Independent Director, Chairman of the Committee

2. Mr. Pradeep Dharane, Independent Director

3. Mrs. Prajakata Kotasthane, Independent Director

4. Mr. Shyamak Kulkarni, Non-Executive Director

Total of 2 (Two) meetings of the Committee were held during the period ended March 31,2026; detailed as under:

Sr. No	Meeting dates
1	14 April 2025
2	30 April 2025

The Committee meeting attended by members are as follows:

Names of Members	No. of meetings attended
Dr. Girish Desai	2
Mr. Pradeep Dharane	2
Mrs. Prajakta Kotasthane (W.e.f 14th April, 2025)	1
Mr. Shyamak Kulkarni (W.e.f 10th April, 2025)	2

Mr. Shamak Kulkarni, Non -Executive Director has been appointed as a member of Nomination and Remuneration Committee with effect from 10^th April, 2025.

Policy on Nomination and Remuneration for the Board and Senior Officials is available on the website of the Company at https://www.fidelsoftech.com/corporate-policies/

III. STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Board has constituted Stakeholders Relationship Committee under the provisions of Section 178(5) of Companies Act, 2013 on April 15, 2022. The said Committee was re-constituted w.e.f 14^th April, 2026. The Committee consists of following members:

1. Ms. Prajakta Kotasthane Independent Director- Chairperson of the Committee

2. Mr. Pradeep Dharane, Independent Director

3. Mrs. Prachi Kulkarni, Managing Director No Meeting held during the year under report.

This Committee is primarily responsible for reviewing all matters connected with the Companys transfer/ transmission of securities and redressal of shareholders / investors / security holders complaints.

11. DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

1. During the financial year under review, the Company continued to pursue its strategic growth and international expansion objectives through a series of acquisitions across key global markets. These acquisitions were undertaken to strengthen Fidels presence in Japan and the United States, expand its service capabilities, enhance access to new customers and talent pools and create long-term value for stakeholders. As a result of these transactions, the Company further strengthened its global footprint and expanded the scale and capabilities of the Fidel Group. In June 2025, the Company acquired 100% of the equity share capital of Fidel Technologies KK, Japan, thereby making it a wholly owned subsidiary of the Company.

2. In August 2025, Fidelsoft Inc., a wholly owned subsidiary of the Company, acquired 100% of the equity share capital of Techvine Consulting LLC, USA. Consequently, Techvine Consulting LLC became a wholly owned subsidiary of Fidelsoft Inc. and an indirect wholly owned subsidiary of the Company.

3. In January 2026, Fidel Technologies KK, Japan, a wholly owned subsidiary of the Company, acquired 83% of the equity share capital of IM Corporation, Japan. Consequently, IM Corporation became a subsidiary of Fidel Technologies KK, Japan, and an indirect subsidiary of the Company.

PERFORMANCE OF SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

FidelSoft Inc. - a wholly owned subsidiary of the Company, was incorporated in September 2024 and has recently commenced its business operations. The financial statements of the subsidiary have been consolidated with those of the Company. During the year, FidelSoft Inc. contributed approximately 1.91% to the overall turnover of the Company. The management remains optimistic about the growth prospects of the subsidiary and expects a positive contribution to the topline in the coming years.

Fidel Technologies KK, Japan - the Company acquired Fidel Technologies KK in June 2025, and the financial results for the relevant period have been consolidated. During the year, the subsidiary contributed approximately 22% to the overall turnover and around 5% to the Profit After Tax (PAT) of the Company. The management is confident about the future growth potential and strategic opportunities arising from the acquisition.

Techvine Consulting LLC, USA- FidelSoft Inc., a wholly owned subsidiary of the Company, acquired Techvine Consulting LLC in August 2025, thereby making it a step-down subsidiary of the Company. The financial results for the relevant period have been consolidated. During the year, Techvine Consulting LLC contributed approximately 18% to the overall turnover of the Company.

11 Corporation, Japan-Fidel Technologies KK, a wholly owned subsidiary of the Company, acquired IM Corporation in January 2026, thereby making it a step-down subsidiary of the Company. The financial results for the relevant period have been consolidated. During the year, IM Corporation contributed approximately 13% to the overall turnover of the Company. The acquisition is expected to strengthen the Companys presence in the Japanese market and support future growth initiatives.

Further details are mentioned in the form AOC-1 attached as Annexure I.

12. INTERNAL FINANCIAL CONTROL AND RIKS MANAGEMENT

The Company has established and maintained an adequate system of internal financial controls commensurate with the size, scale, and complexity of its operations. These controls are designed to provide reasonable assurance regarding the reliability of financial reporting, safeguarding of assets, compliance with applicable laws and regulations, prevention and detection of fraud and errors, and the efficient conduct of business operations.

The effectiveness of the internal financial control framework is periodically reviewed through management oversight and independent internal audit processes. During the financial year under review, the internal financial controls were assessed and found to be operating effectively. No reportable material weaknesses or significant deficiencies were identified.

The Company has a well-defined annual Internal Audit Plan that is approved by the Audit Committee. The scope of internal audit covers key operational, financial, compliance, and information technology processes across the organization. The Internal Auditors function independently and provide objective assurance on the adequacy and effectiveness of the Companys internal control systems and governance processes. Periodic internal audit reports, together with managements responses and corrective action plans, are placed before the Audit Committee for review and monitoring.

The Company has also implemented a comprehensive risk management framework to identify, assess, monitor, and mitigate risks that may impact its business objectives, operations, financial performance, reputation, or long-term sustainability. The framework facilitates the identification of key strategic, operational, financial, regulatory, cybersecurity, and market-related risks and enables timely implementation of appropriate mitigation measures.

The Board of Directors and the Audit Committee periodically review the Companys risk management practices to ensure that emerging risks are appropriately addressed and that adequate controls and mitigation strategies remain in place. The Company continues to strengthen its risk management and internal control environment in line with evolving business requirements and industry best practices.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company to the best of its knowledge and ability confirm that:-

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2026 and of the profit of the Company for that period.

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. they have prepared the annual accounts on a going concern basis.

5. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

6. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

14. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT :

Pursuant to Regulation 34 (2) (e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, Management Discussion & Analysis Report for the year under review forms the part of this report and is marked as Annexure II, to this report.

15. WHISTLE BLOWER MECHANISM

The Company has in place a Whistle Blower Policy establishing a vigil mechanism, to provide a formal mechanism to the Directors, employees, and others to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail such mechanism and provide for direct access to the Chairman of the Audit Committee. Whistle Blower policy is available on the website of the Company at this link https://www.fidelsoftech.com/corporate-policies/

There were no complaints received under this mechanism during the Financial Year under review.

16. DISCLOSURE REQUIRED UNDER SECTION 134(3) (e)

The Board has adopted a Board Diversity Policy which sets the criterion for appointment as well as continuance of Directors, at the time of re-appointment of director in the Company. As per the policy, the Board has an optimum combination of members with an appropriate balance of skill, experience, background, gender and other qualities of directors required for the effective functioning of the Board.

The Nomination & Remuneration committee recommends remuneration of the Directors, subject to overall limits set under the Act, as outlined in the Remuneration Policy. The Nomination and Remuneration Policy is available on the website of the Company at https://www.fidelsoftech.com/corporate-policies/ .

17. AUDITORS

a. Statutory Auditors-

The Statutory Auditors, M/s. Kirtane & Pandit, Chartered Accountants, Firm Registration No. 105215W/W100057, were appointed to hold office for five years from April 1, 2021.

The Unmodified opinion of Auditors on the Financial Statement of the Company for Financial Year 2025-26 is enclosed with this report. There were no cases of fraud detected and reported by the Auditor under Section 143(12) during the financial year.

Kirtane & Pandit LLP Chartered Accountants (ICAI Firm Registration Number 105215W/W100057 (hereinafter referred to as Auditor) were appointed as statutory auditors of the Company at the 16^th Annual General Meeting held on 29^th Novemener 2021 to hold office from the conclusion of the said meeting till the conclusion of the 21^st Annual General Meeting to be held in the calendar year 2026. In terms of the provisions of Section 139 of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014, and other applicable provisions, the Company may appoint or reappoint an audit firm as statutory auditors for not more than two (2) terms of five (5) consecutive years. Auditors has confirmed their eligibility for the reappointment for a second term of the four years. Based on the recommendations of the audit committee, the Board of Directors, at its meeting held on 27^th April 2026 approved the reappointment of Kirtane & Pandit LLP, Chartered Accountant as the statutory auditors of the Company to hold office for a second term of four consecutive years from the conclusion of the ensuing AGM until the conclusion of the 25^th AGM to be held in the year 2030 The reappointment is subject to approval of the shareholders of the Company.

Auditors Comments and Management reply:

With reference to point no vii (a) of Annexure A to the Independent Auditors report , your directors wish to submit that the Company has initiated necessary corrective steps and all the pending matters as mentioned in the remark column will be closed in due course of time.

b. Secretarial Auditors-

The Company has appointed CS Abhijit Dakhawe (FCS No. 6126, CP No. 4474) as Secretarial Auditor of the Company in the Board Meeting held on 30^th April 2025 in accordance with the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the Financial Year 2025-26.

The report of the Secretarial Auditor in Form MR-3 for the financial year 2025-26 is enclosed as Annexure ‘III to this Boards Report, which is self-explanatory. The Secretarial Audit Report has following remarks -

1. In furtherance to the allotment of equity shares made to one overseas Investor, during the year under audit, the company filed an application dated 2^nd July, 2025 with Reserve Bank of India ("RBI") through PRAVAH portal of RBI for compounding of delay submission of form FC-GPR. Further, RBI vide its order dated 11^th September 2025 has returned the compounding application for reasons mentioned in the said order. Subsequently, no further action has been initiated by the Company.

Management Response: The Company has taken note of the observations contained in the RBI order and is actively evaluating the available options to regularize the matter in compliance with the applicable FEMA regulations. The management is also coordinating with the Authorised Dealer (AD) Bank to obtain the necessary guidance and clarifications for taking theappropriate course of action. The Company is committed to resolving the matter at the earliest and is making allreasonable efforts to ensure timely compliance with the applicable regulatory requirements.

2. During the year under review, the National Stock Exchange Limited ("NSE") have imposed fine regarding Regulation 44(3) - non filing of voting results in the format specified by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has taken corrective action and initiated the payment of fine of INR 10,000/-.

Management Response: The Company acknowledges the audit observation regarding the fine imposed by NSE for non-filing of voting results in the prescribed format under Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has taken corrective action to address the lapse and has initiated payment of the fine amounting to INR 10,000. Necessary measures have been implemented to ensure compliance going forward.

3. During our Audit, we have observed that there are occasional delays in reporting certain required disclosures under the Act, Rules, Regulations, Guidelines, Standards etc.

Management Response: The Company acknowledges the audit observation regarding occasional delays in certain statutory and regulatory disclosures. The delays were inadvertent and procedural in nature and did not have any material impact on the Companys operations. The Company has strengthened its internal compliance monitoring processes and implemented corrective measures to ensure timely compliance with applicable laws, regulations, and reporting requirements going forward.

C. Internal Auditors

The Company has appointed M/s Milind Sangoram and Co, Chartered Accountants, Pune (Membership No 151555) as the Internal Auditors of the Company under the provisions of section 138 of the Act, for conducting the internal audit of the Company for the financial year 2025-26.

18. LOANS AND INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note No. 14 of the notes to the Financial Statements.

During the year under review, your Company made an investment in Fidel Technologies KK, Japan by way of subscription to equity shares on 27 June 2025 amounting to JPY 113,132,074 (equivalent to INR 6.45 Crore).

Further, your Company extended a loan to its wholly owned subsidiary, FidelSoft Inc, in August 2025 amounting to USD 1,500,975 (equivalent to INR 13 Crore) on August 2025 and USD 250000 in March 2026 to support its business operations and growth initiatives.

During the year, the subsidiaries of the Company also made the following investments:

• FidelSoft Inc acquired Techvine Consulting LLC by way of unit purchase on 14 August 2025 for USD 1,500,975 (equivalent to INR 13 Crore).

• Fidel Technologies KK made an equity investment in IM Corporation, Japan on 26 January 2026 amounting to JPY 2,360,000.

The Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of the aforesaid transactions.

The details of all loans, guarantees and Investment are available in the Register maintained under Section 186 of the Act, which is available for inspection during business hours on all working days (except Saturday and Sunday).

19. RELATED PARTY TRANSACTIONS

All related party transactions (RPT) that were entered into during the Financial Year ended 31st March 2026 were at an arms length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Act were not applicable.

In compliance with the provisions of the Act, each transaction as entered by the Company with its related parties is placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are foreseen and repetitive in nature. The transactions pursuant to the omnibus approval so granted, are audited and a detailed quarterly statement of all such RPTs is placed before the Audit Committee for its review.

The details of transactions with Related Parties in the Form No. AOC-2, as prescribed by the Rule 8(2) of the Companies (Accounts) Rules 2014 are attached to this report and marked as Annexure-IV.

20. SECRETARIAL STANDARDS

The Company generally complies with all applicable secretarial standards, issued by the Council of the Institute of Company Secretaries of India and made applicable as per Section 118(10) of the Act.

21. TECHNOLOGY AND CONSERVATION OF ENERGY

Details of Technology Absorption are given in the Annexure V to the report. We recognize the urgent need to address environmental challenges, and we have implemented several initiatives to reduce our ecological footprint.

22. FOREIGN EXCHNAGE EARNING AND OUTGO

The Company had a total foreign exchange earnings and outgo as provided below during the year ended 31^st, March 2026:

		Amount in cr.
Particulars	FY 2025-26 (in Cr.)	FY 2024-25 (in Cr.)
Foreign Exchange Earnings	44.16	51.97
Foreign Exchange Outgo	5.51	6.29

23. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Your company has always believed in giving back to society in a meaningful way. The Company has formulated a Corporate Social Responsibility Policy and the Corporate Social Responsibility Committee of the Board oversees formulating, implementing, monitoring and reviewing the impact of the Corporate Social Responsibility (CSR) initiatives of the Company.

A detailed report on the Corporate Social Responsibility is enclosed as an Annexure VI to this report.

Your Company firmly believes in the importance of Corporate Social Responsibility (CSR) and strives to make a positive impact on society and the environment. We believe in empowering communities and making a meaningful difference in peoples lives. We have partnered with local educational institutions and organizations to provide educational opportunities and skill development programs for underprivileged communities. By focusing on education, we aim to empower individuals and enhance their employability.

24. HUMAN RESOURSES

We are committed to fostering a diverse and inclusive work environment. We promote equal opportunities, respect for all individuals. Our diversity and inclusion initiatives aim to create a workplace that celebrates differences and ensures fairness and equality.

Factors such as a pleasant and safe working environment, fair wages, and opportunities for growth and development contributed to a healthy attrition rate. The details of various Human Resource initiatives are provided elsewhere in the report.

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

Your Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. (POSH Act). During the year under review, there were no cases filed pursuant to this Act. Training was conducted to raise awareness for rights and obligations, code of conduct under POSH Act.

The Internal Committee is committed to ensure that all the provisions and best practices under the POSH Act are implemented in law and spirit.

1.	No. of complaints received in the year	Nil
2.	No of complaints disposed off in the year	Nil
3.	Cases pending for more than 90 days	NA
4.	No of workshops and awareness programs conducted in the year	1
5	Nature of action by employer or District officer, if any	NA

26. COMPANYS WEBSITE

Your Company has its fully functional website LangTech for AI-ML, IT Services, Custom Software Dev - Fidel which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

27. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961.

The Company is committed to providing a supportive and inclusive work environment and has complied with all applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time. During the financial year under review, the Company continued to maintain appropriate policies and practices to ensure compliance with statutory requirements relating to maternity benefits and employee welfare.

28. CORPORATE GOVERNANCE

Since the Company is listed on NSE Emerge, the Company is exempt from applicability of certain regulations pertaining to Corporate Governance under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has been practicing sound Corporate Governance and takes necessary actions at appropriate times for enhancing and meeting stakeholders expectations while continuing to comply with the mandatory provisions and strive to comply non-mandatory requirements of Corporate Governance.

Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification by CEO/Whole time Director & CFO is not applicable to your Company as per regulation 15(2) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

29. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:

The details of Managerial Remuneration, Key Managerial Personnel and employees of the Company as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been set out as Annexure VI to this report.

30. OTHER DISCLOSURE

1. Cash Flow Statement for the financial year ended March 31,2026, is attached to the Financial Statements.

2. No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

3. No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

4. There is nothing report under the Insolvency and Bankruptcy Code, 2016 this for the Financial Year ended March 31, 2026.

5. Nil Disclosures: Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

I. The Company has not accepted any deposits during the year under review.

II. The Company is not required to maintain Cost Accounting records as per Rule 8(5)(ix)(d) of the Companies (Accounts) Rules, 2014.

III. There were no shares Issued (including sweat equity shares) to employees of the Company under any scheme.

IV. The Company has subsidiaries and the Managing Director of the Company did not receive any remuneration or commission from any of its subsidiaries, but the Whole Time Director of the Company receive Remuneration from Fidel Technologies KK, one of the subsidiaries of the Company.

V. There was no instance of a difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan form the Banks or Financial Institutions.

31. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, hence, there is nothing to be mentioned in the Boards report in this regard.

32. ACKNOWLEDGEMENT

As we move forward, we remain committed to transparency, accountability, and delivering sustainable returns on investments of our shareholders. Your feedback and insights continue to shape our strategies and guide our decision-making processes. We value your perspectives and will always strive to uphold the highest standards of corporate governance.

The Directors express their gratitude to the employees and partners for their dedication and contribution to the companys success. We also extend our appreciation to our valued customers, suppliers, and shareholders for their continued support and trust.

We are excited about the future and the opportunities it holds. Together, we will continue to build a brighter and more prosperous future.

For and behalf of the Board of Directors Of

Fidel Softech Limited

Sunil Kulkarni

Chairman & Executive Director

DIN (00752937)

Flat No. 6, Senovar Apartment, Lane No. 5,

Anand Park, Aundh,

Pune - 411 007,

Date: April 27, 2026

Place : Pune, India