Hypersoft Technologies Ltd Directors Report

Dear Shareholders,

Your directors are happy to present 42nd Annual Report and the Financial Results for the financial year ended on 31st March 2025.

1. Financial Results

(Rs. in Lakhs)

Particulars	2024-2025	2023-2024
Income from operations	804.75	82.67
Other Income	5.99	10.40
Total Income	810.73	93.07
Total Expenditure excluding depreciation	762.75	116.21
Depreciation	0.67	1.88
Total Expenditure	763.42	118.09
Net Profit / (Loss) before Tax & Exceptional Items	47.32	(25.02)
Exceptional Items (Exp)	-	39.55
Net Profit / (Loss) before Taxation	47.32	(64.57)
Current Tax Deferred Tax	12.52	2.93
Deferred Tax	7.85	(0.53)
Other Comprehensive Income
Net Profit / (Loss) after Taxation	20.64	(66.97)

2. Financial Summary/Highlights:

During the year under review, your Company made a Turnover of Rs. 804.75 Lakhs as against Rs. 82.67 Lakhs for the previous year and had a earned a profit of Rs. 20.64 Lakhs as against a loss of Rs. 66.97 Lakhs for the previous year.

3. Material Changes during the Financial Year 2024-2025:

a. The entire management of the Company got changed. Details regarding appointment and resignation of Directors and KMPs are mentioned in point no. 6 of this report.

b. The Company convened an Extraordinary General Meeting on 10th March 2025 and approved the following resolutions:

i. Change in the main objects of the company

ii. To make investments, give loans, guarantees and security in excess of limits specified under section 186 of the Companies Act, 2013.

iii. To increase in overall borrowing limits of the Company as per section 180(1)(c) of the Companies Act, 2013.

iv. To appoint Anant Rao & Mallik, Chartered Accountants (Firm Registration No: 006266s) to fill the casual vacancy on resignation of previous auditors. v. appointment of Mr. Narra Purna Babu as Chairman & Managing Director of the Company.

4. Change in the nature of business

Subsequent to reclassi ication of promoters and change in management, the new management has altered the main objects of the Company in the EGM held on 10th March 2025 to strengthen the Company in core IT and IT enabled Services from Electronics and software business.

5. Deposits

The Company has not accepted any deposits from the public during the year in pursuant to Section 73 of the Companies Act, 2013.

6. Details of changes in the office of Directors and Key Managerial Personnel of the Company during the FY 2024-25

Vinay Vir, an Independent Director, ceased to hold office on 27th April 2024 and Mr. Umesh Chandra Lunker was appointed as Additional Director in the category of Independent Director with effect from May 21, 2024 and the same approved by shareholders in their 41st AGM held on September 28, 2024. Further Mrs. Geeta Bhote Feroz, Non-Executive Director of the Company, Mr. Umesh Chandra Lunker and Mr. Joydip Lahiri, Independent Directors of the Company Ceased to be Directors of the Company with effect from November 13, 2024, Mr. Shaik Khudaventh Chief Financial Officer of the Company have resigned with effect from November 13, 2024 and Mr. Lakshman Koduru was appointed as Chief Financial Officer of the Company with effect from November 14, 2024. Mr. Feroz Russi Bhote have been redesignated as Non-Executive Director with effect from November 13, 2024 and ceased to be Director with effect from January 3, 2025.

Further Mr. Narra Purna Babu was appointed as Managing Director of the Company with effect from November 14, 2024, Mrs. Naga Malleswari Narra was appointed as Additional Director of the Company in the category of Non-Executive Director of the Company with effect from November 14, 2024, Mrs. Manjula Aleti and Mr. Ramesh Babu Kommineni were appointed as Additional Directors of the Company in the category of independent Directors of the Company with effect from November 14, 2024. Ms. Shilpa Agarwal, Company Secretary and Compliance Officer of the Company resigned from the position with effect from December 1, 2024 and Mr Manohar Reddy Pandi was appointed as Company Secretary and Compliance Officer of the Company with effect from December 2, 2024. Vinay Vir, an Independent Director, ceased to hold office on 27th April 2024. Mrs. Geeta Bhote Feroz, Mr. Umesh Chandra Lunker, Mr. Joydip Lahiri, and Mr. Shaik Khudaventh, holding the positions of Directors and CFO respectively, ceased their roles on 13th November 2024. On 14th November 2024,

7. Number of meetings of the Board

The Board of Directors met Ten (10) times during this financial year on 23rd May 2024, 05th August 2024, 30th August 2024, 24th October 2024, 13th November 2024, 11th December 2024, 06th February 2025, 14th February 2025, 6th March, 2025 and 28th March 2025.

Name	No of Board meetings entitled to attend during the FY	No of meeting attended during the FY	AGM attended (Yes/No)
Vinay Vir	0	0	NA
Geeta Bhote Feroz	5	5	Yes
Umesh Chandra Lunker	5	5	Yes
Mr. Joydip Lahiri	5	4	No
Feroz Russi Bhote	6	6	Yes
Naga Malleswari Narra	5	5	NA
Manjula Aleti	5	5	NA
Narra Purna Babu	5	5	NA
Ramesh Babu Kommineni	5	5	NA

8. Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, Company shall place a copy of the annual return on the website of the company, and the weblink of the same is mentioned below: http://hypersoftindia.com/investor-relations.html

9. Policy on directors appointment and remuneration

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and they demark their functions of governance and management. As on March 31, 2025, the Board consists of 4 (four) members, one of whom is executive, three is non-executive and out of which two are independent directors. The Board periodically evaluates the need for a change in its composition and size. The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-Section (3) of Section 178 of the Companies Act, 2013 was adopted by the Board. 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.

10. Declaration given by Independent Directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement), Regulations 2015.

11. Meeting of Independent Directors:

During the year under review, the Independent Directors met on 14.02.2025 inter alia, to discuss

Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole; Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

Evaluation of the quality, content and timelines of low of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

12. Contracts and arrangements with Related Parties under Section 188

The Company has not entered into any contracts or arrangements with related parties during the financial year. Therefore, AOC-2 is not required to be enclosed in this report.

13. Particulars of loans, guarantees or investments under Section 186

The Company has not made any investments and has not given any loan or guarantee under section 186 of the Companies Act, 2013.

14. Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo:

Information required under section 134(3)(m) read with Rule, 8 of the Companies (Accounts) Rules, 2014, of the Companies Act, 2013 is provided as Annexure-I

15. Committees of the Board:

Details of Committees of the Board, their composition and attendance are provided in Annexure-II to this report

16. Development and Implementation of Risk Management Policy for the Company Including Identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company:

The Company has risk management mechanism in place which mitigates the risk at appropriate situations and there are no elements of risk, which in the opinion of Board of Directors may threaten the existence of the Company. A detailed description of the risks & threats has been disclosed in the Management Discussion Analysis Report forming part of the Annual Report.

17. Subsidiaries, Associate Companies and Joint Ventures

The Company does not have any subsidiaries, Associate Companies or Joint Ventures during the inancial year under review.

However, post closure of Financial Year, pursuant to allotment made by the Company by way of swap of shares, NX Global Pte. Ltd. have become the wholly owned subsidiary of Hypersoft Technologies Limited and consequently Mindgate Solutions Pte Ltd and Mindgate Solutions LLC which are the wholly owned subsidiary of NX Global Pte. Ltd. have become step down subsidiary of Hypersoft Technologies Limited.

18. Annual Evaluation of Boards Performance

The Nomination and Remuneration Committee of the Company approved an Evaluation Policy, which was adopted by the Board of Directors. The policy provides for evaluation of the Board, the Committees of the Board and individual Directors, including the Chairman of the Board. The Policy provides that evaluation of the performanceof the Board and Committees of Board shall be carried out on an annual basis.

The Evaluation process of performance focused on various aspects of the Board and Committees functioningsuch as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. A separate exercise was carried out to evaluate the performance of individual Directors on parameters such as attendance, contribution and independent judgement.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of Managing Director and Non-Executive Director was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee (NRC) also reviewed the performance of the Board, its committees and of the Directors.

The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

19. Transfers to reserves

The Company has not transferred any amount to the reserves in the financial year.

20. Dividend

In view of the accumulated losses, the Directors express their inability to recommend dividend during the year.

21. Listing:

Your Companys shares are listed on the BSE Limited and the listing fees for Financial Year 2025-26 is paid.

22. Auditors

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 as amended from time to time, M/s. Anant Rao & Mallik, Chartered Accountants, bearing Firm Registration Number 006266S were appointed as Statutory Auditors in the EGM held on 10th March 2025 with effect from 11th December 2024, to fill the casual vacancy arising out of resignation of M/s. Ramanatham & Rao Chartered Accountants (Firm Registration No. 002934S), and to hold office till the conclusion of the ensuing Annual General Meeting i.e. 42nd AGM.

Further M/s Anant Rao & Mallik, Chartered Accountants, bearing Firm Registration Number 006266S have consented for their appointment as Statutory Auditors of the Company and accordingly, Audit committee in their meeting held on 01.09.2025 have recommended their appointment as Statutory Auditors of the Company for term of 5 years starting from the conclusion of 42nd AGM till the conclusion of 47th AGM of the Company.

Accordingly. a resolution seeking approval of Shareholders for appointment of M/s. Anant Rao & Mallik, Chartered Accountants, bearing Firm Registration Number 006266S commencing from conclusion of 42nd AGM till the conclusion of 47th AGM of the Company is provided along with the Notice of AGM.

There are no observations, qualifications and remarks in the auditors report for financial year ended 31st March 2025

23. Internal Auditors:

The Board of Directors based on the recommendation of the Audit Committee have appointed M/s. KMH & CO Chartered Accountants as Internal Auditors of the Company for the F.Y 2025-26.

24. Maintenance of Cost Records:

Company is not required to maintain cost records as speci ied by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013

25. Details in respect of Frauds Reported by Auditors under Section 143

The auditors of the company have not reported any fraud under sub-section (12) of Section 143 of the Companies Act, 2013 whether reportable to the Central Government or otherwise and hence no details are furnished in this regard.

26. Particulars of Employees:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith annexed as “Annexure III” to this report.

27. Secretarial Auditors & Secretarial Audit Report:

Pursuant to provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed. SPP & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for 2024-25. The Secretarial Audit Report, pursuant to Section 204(1) of the Companies Act, 2013, for the inancial year ended 31st March, 2025 is given in “Annexure IV” attached hereto and forms part of this Report. During the year under review following quali ications given by Secretarial Auditors and the response of the Board for the same:

1.The Company is required to ile Annual report under regulation 34 of SEBI(LODR) Regulations 2015, but the company due to technical issues delayed the iling and BSE has imposed a penalty of Rs. 9,440/- for the same which was paid by the Company during the year. Reply to Quali ication of Secretarial Auditors: On September 2, 2024, while attempting to upload the Annual Report under Regulation 34 of SEBI (LODRY), the Company encountered technical issues on the BSE Listing Centre portal, coupled with internet connectivity challenges at the of ice, which prevented a successful upload. Due to the reports large ile size and prolonged response times on the BSE portal, the secretarial team faced dif iculties in resolving this issue promptly. After reattempting it a few days later, the upload was successfully completed, resulting in a brief unintended delay.

2. Pursuant to an open offer was required to ile application for promotor reclassi ication under regulation 31A(3)(a) SEBI(LODR) Regulations 2015. However, the company delayed the iling for which BSE has imposed a penalty of Rs. 5,900/- which was paid by the Company.

The Submission of Application was done with a delay of One (1) Day due to inadvertence as the new Amendments have made it mandatory to file the application within restricted timeline from approval of Board for reclassification

28. Management Discussion and analysis report:

Pursuant to the provisions of Schedule V to SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as “Annexure V” to this report.

29. Certi icate of Non-Disquali ication of Directors

Certi icate of Non Disquali ication of Directors Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is herewith annexed as “Annexure VI” to this report.

30. Corporate Governance

Since the paidup capital of the Company is less than Rs 10 crore and the net worth is less than Rs. 25 crore, the Company is exempted under the provisions of corporate governance as specified in Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In view of the same, details relating to compliance with the provisions of Corporate Governance have not been furnished in this Report.

31. Managing Directors Declaration

Pursuant to the provisions of Listing Regulations, a declaration by the Managing Directorof the Company declaring that all the members of the Board and the Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is enclosed. The same can be viewed on the website of the Company at www.hypersoftindia.com

32. Directors Responsibility Statement

In accordance with the provisions of the section 134(c) of the Companies Act, 2013 and based on the information provided by the management your directors state that:

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

b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, 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 controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

33. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

The following are the significant material changes and commitments affecting the financial position of the Company between 31st March 2025 and the date of this report:

a. The Company made an application to BSE for Reclassification of Promoters on 12th March 2025 and the approval for the same was received on 13th June 2025.

b. The Company in its EGM held on 26th April 2025 passed a resolution for approval of increase in Authorized Share Capital from Rs. 6,00,00,000 to Rs. 18,00,00,000 and accordingly altered the Memorandum of Association (MOA) and Articles of Association (AOA) of the Company.

c. The Company in its EGM held on 26th April 2025 approval Preferential issue of equity shares of the Company for consideration other than cash in lieu of acquisition of 100% shares of NX Global Pte. Ltd. registered in Singapore.

d. post closure of Financial Year, pursuant to allotment of 1,20,00,000 Equity Shares made by the Company by way of swap of shares, NX Global Pte. Ltd. have become the wholly owned subsidiary of Hypersoft Technologies Limited and consequently Mindgate Solutions Pte Ltd and Mindgate Solutions LLC which are the wholly owned subsidiary of NX Global Pte. Ltd. have become step down subsidiary of Hypersoft Technologies Limited.

e. Listing application for allotment of said shares is filed with BSE Limited

34. Corporate Social Responsibility

The Company does not meet the Criteria as speci ied in Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility.

35. Significant and material orders

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

However, based on the application filed with BSE for reclassification of promoters pursuant to regulation 31A (10) of SEBI (LODR) Regulation 2015 on 12th March 2025 and the approval for same was received on 13th June 2025.

36. Secretarial Standards

The Company is in compliance of Secretarial Standards during the financial year 2024-2025.

37. Internal Financial Controls

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

38. Whistle Blower Policy/ Vigil Mechanism

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behavior in all its operations, the Company has formulated a Whistle Blower Policy/Vigil Mechanism that governs the actions of its employees. This Whistleblower Policy/Vigil Mechanism aspires to encourage all employees to report suspected or actual occurrence(s) of illegal, unethical or inappropriate events (behaviors or practices) that affect Companys interest / image.

A copy of the Policy is available on the website of the Company.

39. Disclosures Under Sexual Harassment of Women at Workplace (Prevention,Prohibition & Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules there under for prevention and redressal of complaints of sexual harassment at workplace. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment and the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Internal Committee (IC) as provided in the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013 is duly constituted by the Company to redress complaints received regarding sexual harassment.

The details of the complaints received during the inancial year and status of the same is given below:

a) Number of complaints of sexual harassment received/ filed during the financial year	Nil
b) Number of complaints disposed-off during the financial year	Nil

There was no case which was pending for more than 90 days.

40. Number of Employees as on the Closure of Financial Year

i. Female:5 ii. Male: 6 iii. Others: NIL

41. Disclosures with respect to demat suspense account/unclaimed suspense account:

The company does not have any shares in the demat suspense account or unclaimed suspense account and hence the question of making any disclosure in this regard does not arise.

42. Insolvency Proceedings:

There is no application made by the Company or any proceedings initiated against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

43. Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and financial institutions

During the year under review, there was no incident of one-time settlement of loans taken from Banks and Financial Institutions. Hence, the disclosure under this heading is not applicable to the Company.

44. Statement of compliance with Maternity Benefit Act 1961

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

45. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof - Not Applicable 46. Appreciation:

Your directors place on record their appreciation of the continued assistance and co- operation extended by the shareholders, customers, bankers and the dedicated employees and the business associates.

	BY THE ORDER OF THE BOARD
	Hypersoft Technologies Limited
	Narra Purna Babu
	CHAIRMAN &MANAGING DIRECTOR
	DIN: 10674419
Place: Singapore
Date: 01.09.2025