Hypersoft Technologies Ltd Directors Report

Dear Shareholders,

Your directors are happy to present 43rd Annual Report and the Financial Results for the financial year ended on 31st March 2026.

1. Financial Results

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
	2025-2026	2024-2025	2025-2026	*2024-2025
Income from operations	3,614.03	804.75	7,206.69	-
Other Income	27.31	599	27.49	-
Total Income	3,641.34	810.73	7,234.18	-
Total Expenditure excluding depreciation	3,234.65	762.75	6,703.08	-
Depreciation	0.40	0.67	0.40	-
Total Expenditure	3,235.05	763.42	6,703.48	-
Net Profit/ (Loss) before Tax & Exceptional Items	406.29	47.32	530.70	-
Exceptional Items (Exp)	-	-	-	-
Net Profit/ (Loss) before Taxation	406.29	47.32	530.70	-
Current Tax Deferred Tax
Deferred Tax	113.79	12.52	121.72
Other Comprehensive Income	0.19	7.85	0.20	-
Net Profit/ (Loss) after Taxation	292.30	20.64	408.78	-

*As this is the first year of consolidation, comparative consolidated financial statements for the previous year are not available.

Standalone

During the year under review, your Company made a Turnover of Rs. 3,614.03 Lakhs as against Rs. 804.75 Lakhs for the previous year and had eamed a profit of Rs. 292.30 Lakhs as against a profit of Rs. 20.64 Lakhs for the previous year. Consolidated During the year under review, your Company made a Turnover of Rs. 7,206.69 Lakhs and had earned a profit of Rs. 408.78 Lakhs.

2. Change in the nature of business

There were no changes in the nature of business of the Company

3. Deposits

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

4. Dividend

With a view to conserve resources for the future growth and expansion plans of the Company, your directors do not recommend any dividend on the equity shares of the Company for the financial year ended 31st March, 2026.

5. CreditRating:

Since the Company has not availed any loans, borrowings or other credit facilities requiring credit rating during the financial year, the provisions relating to obtaining/disclosure of Credit Rating are not applicable to the Company.

6. Details of changes in the office of Directors and Key Managerial Personnel of the Company during the FY 2025.26

Mr. Narra Purna Babu, Managing Director, Mrs. Naga Malleswari Narra, Non-Executive Director, Mrs. Manjula Aleti and Mr. Ramesh

Babu Kommineni, Independent Directors of the Company, all appointed as Additional Directors with effect from November 14, 2024 were regularised as Directors of the Company by the Members at the 42nd Annual General Meeting of the Company held on September 27, 2025.

There were no other changes in the office of Directors and Key Managerial Personnel of the Company during the FY 2025-26

7. Number of meetings of the Board

The Board of Directors met Ten (10) times during this financial year on 29th May 2025, 13th August 2025, 1st September 2025, 12th November 2025, 21st November 2025, 22nd December 2025, 2nd February 2026, 13th February 2026, 27th February, 2026 and 16th March 2026.

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: annual-return-2025-26.pdf

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 th: rd. and they demarktheir functions of governance and management. As on March 31, 2026, the Board consists of 4 (four) members, one of

whom is executive, three are 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. Disclosure Under Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014 Issue of Equity Shares with Differential Rights, Sweat Equity and ESOP

a) lIssue of equity shares with differential voting rights:

The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise during the year under review.

b) lIssue of sweat equity shares:

The Company has not issued any sweat equity shares during the year under review. c) lIssue of employee stock options (ESOP):

The Company has not granted any employee stock options during the year under review, and there is no ESOP scheme in operation.

d) Provision of money by the Company for purchase of its own shares by employees or by trustees for the benefit of employees: Not Applicable. 11. 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. 12, Meeting of Independent Directors:

During the year under review, the Independent Directors met on 16.03.2026 inter alia, to discuss

. Evaluation ofthe 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 flow 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.

13. 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. Inthe 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 ofthe 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. Thedirectors 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. 14, Contracts and arrangements with Related Parties under Section 188 All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year under review, the Company has not entered into any contract, arrangement or transaction with related parties under Section 188 (1) of the Companies Act, 2013 15, Particulars of loans, guarantees or investments under Section 186 Pursuant to Section 186(4) of the Companies Act, 2013, particulars of investments made by the Company during the year are provided in notes to the financial statements forming part of this Annual Report. The Company has not given any loan, nor provided any uarantee or security, covered under the provisions of Section 186 during the year.

16. 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

17. Comnmittees of the Board:

Details of Committees of the Board, their composition and attendance are provided in the Corporate Governance annexed as part of this report

18. Developmentand 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.

19. Material Changes during the Financial Year 2025-2026:

During the year under review, the Company undertook two significant strategic acquisitions through preferential allotment of equity shares for consideration other than cash (share swap arrangements), pursuant to which it acquired international IT and business consulting entities and expanded its group structure with step-down subsidiaries. i. Acquisition of NX Global Pte. Ltd

The Board of Directors, at its meeting held on 13th August, 2025, approved a preferential allotment of 1,20,00,000 (One Crore Twenty Lakh) Equity Shares of face value Rs. 10/- each, aggregating Rs. 12,00,00,000/-, in consideration for the purchase of 4,80,00,000 shares of NX Global Pte. Ltd. The shares were issued by way of share swap to Narra Purna Babu (Acquirer/Promoter),

Piyush Bhandari, Valueforge Innovations Pte. Ltd., Vertexiq Pte. Ltd., Voyager Partners Global Management Advisors Pte. Ltd.,

and Nikesh Ballapu.

Pursuant to this allotment, NX Global Pte. Ltd. became a wholly owned subsidiary of the Company, and consequently Mindgate Solutions Pte. Ltd. and Mindgate Solutions LLC (wholly owned subsidiaries of NX Global Pte. Ltd.) became step-down subsidiaries of the Company.

Acquisition of Nexus Innovate Pte. Ltd.

The Board of Directors, at its meeting held on 27th February, 2026, pursuant to in-principle approval received from BSE Limited (Letter No. LOD/PREF/TT/FIP/1750/2025-26 dated 23rd February, 2026), approved a further preferential allotment of 6,82,00,000 (Six Crore Eighty-Two Lakh) Equity Shares of face value Rs. 10/ each at an issue price of Rs. 29.25/- per share, aggregating Rs.1,99,48,50,000/-, in consideration for the purchase of 6,82,00,000 shares of Nexus Innovate Pte. Ltd. The shares were issued by

way of share swap to Narra Purna Babu (Promoter), Cyberpath Systems Pte. Ltd., Quantum Path Solutions Pte. Ltd., and Quotrix Solutions Pte. Ltd.

Pursuant to this allotment, Nexus Innovate Pte. Ltd. became a wholly owned subsidiary of the Company, and Nexus Innovate LLC (a wholly owned subsidiary of Nexus Innovate Pte. Ltd.) became a step-down subsidiary of the Company. Impact on Capital Structure

As a cumulative effect of the above two preferential allotments, the paid-up equity share capital of the Company increased from Rs.

4,25,17,000 (42,51,700 shares) at the beginning of the yearto Rs. 8,44,51,700 divided into 8,44,51,700 Equity Shares of Rs. 10/- each by

the end of the transactions, with the Promoter shareholding at 59.24% and public shareholding at 40.76% post the second allotment.

Strategic Rationale

Both acquisitions were undertaken to establish and strengthen the Companys international footprint across the USA, Singapore and

Asia-Pacific regions, diversify its IT and business consulting service portfolio, achieve operational synergies through shared technology platforms and delivery frameworks, and build a dedicated Offshore Delivery Center and Global Capability Center. There was no

change in the control or management of the Company as a result of either preferential issue.

Except for the above, there are no other material changes and commitments affecting the financial position of the Company occurred

during the financial year

20. Detail of Subsidiaries, Associate Companies and Joint Ventures

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is annexed to this Report as Annexure-Il During the year under review, NX Global Pte. Ltd. became a wholly owned subsidiary of the Company with effect from 13th August,

2025, and consequently Mindgate Solutions Pte Ltd and Mindgate Solutions LLC, being wholly owned subsidiaries of NX Global Pte.Ltd., became step-down subsidiaries of the Company. Further, Nexus Innovate Pte. Ltd. became a wholly owned subsidiary of the Company with effect from 27th February, 2026, and consequently Nexus Innovate LLC, being a wholly owned subsidiary of Nexus

Innovate Pte. Ltd., became a step-down subsidiary of the Company.

The above companies became subsidiaries/step-down subsidiaries of the Company pursuant to acquisition of their respective holding ccompanies through share swap arrangements approved by the Board on 13th August, 2025 and 27th February, 2026 respectively.

The Company does not have any associate company or joint venture within the meaning of Section 2(6) of the Companies Act, 2013. No company ceased to be a subsidiary, associate company or joint venture of the Company during the year under review. 21, 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 performance of 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 functioning such 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. 22, Transfers to reserves The Company has not transferred any amount to the reserves in the financial year.

23. Listing Fee:

Your Companys shares are listed on the BSE Limited and the listing fees for Financial Year 2026-27 is paid.

24, Auditors

M/s. Anant Rao & Mallik, Chartered Accountants, bearing Firm Registration Number 0062665 were appointed as Statutory Auditors for consecutive period of 5 years from the conclusion of 42nd Annual General Meeting of the Company till the conclusion of 47th Annual

General Meeting of the Company.

There are no observations, qualifications and remarks in the auditors report for financial year ended 31st March 2026

25, 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 FY 2026-27.

26. Maintenance of Cost Records:

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

27. 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.

28. 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.

29, Secretarial Auditors & Secretarial Audit Report:

Pursuantto provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s SPP & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for a period of 5 years commencing from the conclusion of 42nd Annual General Meeting of the Company till the conclusion of 47th

Annual General Meeting of the Company.

The Secretarial Audit Report, pursuant to Section 204(1) of the Companies Act, 2013, for the financial year ended 31st March, 2026 is given in “Annexure-IV attached hereto and forms part of this Report.

During the year under review following qualifications given by Secretarial Auditors and the response of the Board for the same:

1. During the period under report Company has submitted details of investor Complaints for the quarter ended 31st December,

2025 by oversight by delay as informed by the Company and the fine of Rs. 2360 was paid to BSE Limited

By over sight and technical issue it was inadvertely missed filing and filed with a delay and the fine imposed by BSE Limited was also paid.

2. During the Financial Year 2025-26, the Company made overseas direct investment/financial commitment exceeding 400% of

its net worth on two occasions, without obtaining prior approval of the Reserve Bank of India (“RBI”) namely, acquisition of

4,80,00,000 equity shares of NX Global Pte. Ltd., Singapore, on 13th August 2025, and acquisition of 6,82,00,000 equity sha of Nexus Innovate Pte. Ltd., Singapore, on 27th February 2026 by way of share swap. As the said investments exceeded the limit permissible under the Automatic Route in terms of the Foreign Exchange Management (Overseas Investment) Rules/Regulations, 2022, the Company has filed applications for post-facto approval of the aforesaid Overseas Direct Investments with RBI through

the Authorised Dealer Bank on 27th May 2026 and 1st June 2026, respectively, both of which are pending disposal as on the date

ofthis Report.

Further, in respect of the corresponding allotment of equity shares of the Company to the shareholders of the aforesaid overseas entities under the said share swap arrangements being 1,20,00,000 equity shares allotted on 13th August 2025 (pursuant

to the NX Global Pte. Ltd. acquisition) and 6,82,00,000 equity shares allotted on 27th February 2026 (pursuant to the Nexus Innovate Pte. Ltd. acquisition) Form FCGPR was filed with delay on 21st May 2026 and 30th May 2026, respectively. The applicable Late Submission Fee (LSF) for such delay has been paid, and both Forms FCGPR have been taken on record by RBI

vide acknowledgement dated 1st June 2026.

The Board is of the view that the aforesaid overseas acquisitions were undertaken in the best interests of the Company as part of its strategy to expand its international presence, diversify its revenue base and gain access to the Singapore and United States markets. Both acquisitions were structured entirely by way of share swap, with consideration discharged through issue of equity shares of the Company and without any cash outflow or outward remittance of foreign exchange. The transactions enabled the Company to acquire 100% ownership of the respective overseas entities and their operating subsidiaries, including a revenue-generating business in the United States, thereby providing immediate international market access and opportunities. for revenue diversification. Accordingly, the Board considers the transactions to be commercially and strategically justified and in the long-term interests of the Company and its stakeholders. The Company has also taken appropriate steps for regulatory regularization and completion of the applicable reporting requirements.

The delay in submission of the reportingfor ODI reporting and FCGPR reporting were purely because oftechnical issues and delay in

getting the KYC confirmations for the Banks associated with the overseas investor shareholders. The Management has taken steps to contain these kinds of delays by implementing strict internal policies and systems in place

30. Corporate Governance

Pursuant to the preferential allotment of equity shares made by the Company on 13th August, 2025, the paid-up share capital of

the Company increased to more than 10 Crore, consequent to which the Corporate Governance provisions under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 became applicable to the Company. The Company has complied with the

same within the prescribed timeline.

A Report on Corporate Governance, along with the Certificate from M/s. SPP and Associates, Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V of the said Regulations, is annexed as Annexure-V and forms part of this Annual Report.

31, 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:

There are no significant material changes and commitments affecting the financial position of the Company between 31st March 2026 and the date of this report:

32, Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014

relating to Corporate Social Responsibility are not applicable to the Company, as the Company does not meet the thresholds prescribed under Section 135(1) of the Act during the immediately preceding financial year. Accordingly, the Company was not required to constitute a CSR Committee or formulate a CSR Policy during the year under review,

and no disclosures under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are applicable.

33. 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. 34, Secretarial Standards

The Company is in compliance of Secretarial Standards during the financial year 2025-2026.

35. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising policies and procedures designed and implemented to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies,

procedure, applicable laws and regulations, and that all assets and resources acquired are used optimally. 36. 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 operati 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 occurrencef(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. 37. Disclosures Under Sexual Harassment of Women at Workplace (Prevention, Prol on & 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 financial year and status of the same is given below:

a) Number of complaints at the beginning ofthe financial year	Nil
Number of complaints received 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. 38. Number of Employees as on the Closure of Financial Year

i. Female:24 ii. Male: 24 iii. ~ Others: NIL

39. 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. 40. 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. 41. 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.

42, 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.

43. 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 The Company has not entered into any One Time Settlement (OTS) with any bank or financial institution during the financial year under review. Accordingly, the provisions relating to disclosure of the difference between the valuation undertaken at the time of OTS and the valuation undertaken while availing loans from banks or financial institutions, along with the reasons for such difference, are not applicable to the Company.

44. 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
Date: 17.08.2026	Chairman & Managing Director
Place: Singapore	DIN: 10674419