Lee & Nee Software Exports Ltd Directors Report

Dear Members

We are pleased to present the Thirty- Eighth (38th) Annual Report of Lee & Nee Softwares (Exports) Ltd. ("the Company") together with the Audited (Standalone and Consolidated) Financial Statements for the Financial Year ended 31 March, 2026.

The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

a. STATE OF COMPANY AFFAIRS AND FINANCIAL RESULTS

The Companys financial performance (Standalone and Consolidated) for the financial year ended 31st March, 2026 is summarized below:

Particulars	For the financial year ended (Standalone)		For the financial year ended (Consolidated)
	31.03.2026	31.03.2025	31.03.2026	31.03.2025
Income:
Revenue from operations	1113.66	1027.29	1161.38	1072.94
Other Income	82.14	112.30	112.81	147.74
Total Income	1195.80	1139.59	1274.19	1220.68
Expenses:
Operating Expenditure	1116.11	1070.29	1204.93	1157.22
Depreciation & Amortization Expense	12.59	12.75	14.45	13.09
Total Expenses	1128.70	1083.04	1219.38	1170.31
Profit Before Tax (PBT)	67.10	56.54	54.81	50.37
Tax Expense	24.95	17.99	23.55	19.23
Profit for the year (PAT)	42.15	38.55	31.26	31.14
Other Comprehensive Income (Net of tax)	13.31	(16.42)	15.3	(12.68)
Total Comprehensive Income for the period	55.46	22.14	46.56	18.46

During the period under review, at consolidated level, the Company achieved revenue of Rs.1161.38 lacs EBITDA Rs. 70.32 lacs, PBT of Rs. 54.81 lacs and PAT of Rs. 31.26 lacs as compared to the revenue of Rs.1072.94 lacs EBITDA Rs. 63.46 lacs, PBT of Rs. 50.37 lacs and PAT of Rs. 31.14 lacs respectively in the previous year.

On Standalone basis, the Company achieved revenue of Rs. 1113.36 lacs EBITDA Rs. 80.75 lacs, PBT of Rs. 67.10 lacs and PAT of Rs. 42.15 lacs as compared to the revenue of Rs. 1027.29 lacs EBITDA Rs. 69.89 lacs, PBT of Rs. 56.55 lacs and PAT of Rs. 38.56 lacs respectively in the previous year.

At the Standalone level the sales of the Company have increased by 8.41% as compared to previous year and at the Consolidated level also the sales of the Company has increased by 8.24% as compared to previous year.

b. Business (State of Company Affairs):

During the year under review, the Company and its subsidiaries reported an Operating Cash outflow of Rs.110.51 Lacs as compared to Rs. 85.80 Lacs in the previous financial year. Consolidated Total Income was Rs. 1274.19 Lacs as compared to Rs. 1220.68 Lacs. Our strong focus on sustainability and efficiency led us to achieve consistently high and positive operating cash-flows over the last two years. During the year we responded well to a challenging macroeconomic environment experiencing global supply chain challenges and inflationary price increases, which is a testament to the strength of our business model as well as the flexible, diversified supply chain structure we proactively built and have leveraged during this time.

c. Performance of Subsidiaries, Associates and Joint Venture Companies:

The Company has as on 31 March 2026, two wholly owned subsidiaries Lensel Web Services Private Limited holding 99.00% shares and Rituraj Shares Broking Private Limited holding 99.72% shares and there has been no material change in the nature of business of the subsidiaries. The Company has formulated a policy for determining material subsidiaries. The policy is available on the website of the Company http://lnsel.com/wp-content/uploads/2023/09/policy-on-material- subsidiaries.pdf

In accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 ("the Act"), read together with the Companies (Indian Accounting Standards) Rules, 2015 (as amended), the Financial Statements of Subsidiaries as at March 31, 2026, have been consolidated with the Financial Statements of the Company. The Consolidated Financial Statements of the Company for the year ended March 31, 2026, forms part of this Annual Report.

Report on the Performance of Financial Position of the Subsidiaries are given below: -

(i) M/s. Lensel Web Services Private Limited

The Revenue from Operations of the Lensel Web Services Private Limited has increased by 4.9% to Rs. 47.72 Lacs in the current year compared to Rs.45.45 Lacs in the previous year. EBITDA excluding other income decreased to Rs. 2.05 Lacs in the current year compared to Rs. 2.07 Lacs in the previous year. The Company has made a Profit Before Tax (before exceptional items) of Rs. 0.19 Lacs in the current year compared to Profit Before Tax (before exceptional items) of Rs. 1.73 Lacs in the previous year.

(ii) M/s Rituraj Shares Broking Private Limited

During the financial year under review, the Company did not generate any revenue from operations, as compared to revenue from operations of Rs. 0.21 Lacs in the previous financial year.

The Company incurred a Loss Before Tax of Rs. 12.48 Lacs during the current financial year, as against a Loss Before Tax of Rs. 7.92 Lacs reported in the previous financial year.

Pursuant to sub-section (3) of Section 129 of the Companies Act, 2013 a statement containing the salient features of the financial statement of a companys subsidiaries is given in Form No. AOC-1 annexed as Annexure I, which forms a part of this Annual Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statement of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of Subsidiaries, are available on the website of the Company https://lnsel.com/reports/.

d. Names of companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year:-

There were no Companies which have become or ceased to be subsidiaries, associates and joint ventures during the financial year under review.

APPROPRIATIONS

a. Dividend and Transfer to Reserves:

In terms of the Dividend Distribution Policy of the Company, formulated in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the equity shareholders of the Company may expect dividend subject to the availability of surplus funds and after taking into consideration the relevant internal and external factors as specified in the said Policy.

Accordingly, considering the cash position, fund requirements for the growth of the business of the Company and the brought forward losses, the Board of Directors has not recommended any dividend for the financial year ended March 31,2026.

Accordingly, no amount is proposed to be transferred to the reserves of the Company.

b. Amount and shares transferred to IEPF with details of Nodal officer:

During the financial year under review, the Company has not transferred any amount or shares to the Investor Education and Protection Fund (IEPF).

The details of the Nodal Officer designated by the Company pursuant to "the applicable provisions of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time are available on the website of the Company and are produced below:

DETAILS OF THE NODAL OFFICER:

Pritika Gupta

Company Secretary and Compliance Officer Email ID - lnsel.compliance@gmail.com Phone No. - 033 4065 0374

FINANCIAL STATEMENTS AS PER IND-AS.

The Financial Statements of the Company for the year ended 31st March , 2026 have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other applicable provisions of the Companies Act, 2013.

REVISION OF FINANCIAL STATEMENTS AND BOARDS REPORT

The Company has not carried out any revision of its Financial Statements or Boards Report in respect of any of the three preceding financial years pursuant to the provisions of Section 131 of the Companies Act, 2013.

DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014. Therefore no such amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

Hence, the requirement for furnishing details relating to deposits covered under Chapter V of the Act and details of deposits which are not in compliance with the requirements of Chapter V of the Act is not applicable to the Company.

DISCLOSURES UNDER SECTION 134(3)(1) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and the date of this report.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

Your Company has put in place adequate internal financial controls with reference to the financial statements.

The Internal Audit of the Company is carried out in-house by Mrs. Neha Ray, Compliance Manager of the Company, to review the adequacy and effectiveness of the internal control systems and processes. The Internal Audit observations and recommendations, along with the status of their implementation, are periodically reviewed by the Audit Committee of the Board.

During the year under review, no material or serious observation has been received on inefficiency or inadequacy of such controls, from the Internal Auditors of the Company.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

During the financial year 2025-26, no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and on the Companys operations in future.

RELATED PARTY TRANSACTIONS:

All contracts or arrangements or transactions with related parties entered into during the financial year were at arms lengt h basis and in the ordinary course of the Companys business. All such contracts or arrangements were entered into with the prior approval of the Audit Committee. No material contract or arrangement with related parties was entered into during the year under review which could be considered material in accordance with the companys policy of Materiality of Related Party Transactions read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Therefore, there is no requirement to report any transaction in Form No. AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

The Policy on Related Party Transactions, as approved by the Board, is uploaded on the Companys website at https://lnsel.com/wp- content/uploads/2025/08/Policy-on-Related-Party-Transaction.pdf

None of the Directors or any Key Managerial Personnel has any material pecuniary relationship or transactions vis-a-vis the Company.

The Directors draw attention of the members to Note No. 27 of the standalone financial statement which sets out related party disclosures.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There were no loans, guarantees or investments made by the Company during the financial year under review attracting the provisions of Section 186 of the Companies Act, 2013.

The particulars of investments made are provided in Note No. 4.1 & 7.1 to the Standalone Financial Statements.

SHARE CAPITAL

As on 31st March, 2026, paid up share capital of the Company was Rs. 5577.40 lacs divided into 55,774,000 equity shares of Rs.10/- each. There was no change in share capital of the Company during the Financial Year 2025-26.

The Company has not issued any equity shares with differential voting rights or sweat equity shares during the financial year and, accordingly, the disclosures under Section 43(a)(ii) and Section 54 of the Companies Act, 2013, read with the relevant rules, are not applicable to the Company.

The Company does not have any Employee Stock Option Scheme and, accordingly, the disclosures relating to Employee Stock Option Scheme under the applicable provisions of the Companies Act, 2013 and the Companies (Share Capital and Debentures) Rules, 2014 are not applicable to the Company.

There are no shares held by trustees for the benefit of employees of the Company and, accordingly, the applicable disclosure requirements under the Companies (Share Capital and Debentures) Rules, 2014 are not applicable to the Company.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Board of Directors & Key Managerial Personnel:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Sagar Mal Gupta (DIN: 00536428), retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment. The additional information and brief profile of the Director seeking reappointment, as required under the applicable SEBI Regulations, are annexed to the Notice of the Annual General Meeting of the Company. The Board of Directors of your Company recommends his reappointment to the Board.

b) Intimation about Change in Designation of Director:

During the financial year 2025-26, Mrs. Sumita Mahadevan (DIN: 11236590) was appointed as an Additional Director in the capacity of Independent Director of the Company with effect from 13th August 2025 and her appointment was subsequently approved by the shareholders in the Annual General Meeting held in 2025, further she has resigned from the position of Independent Director w.e.f 13th August, 2026.

Further, Mrs. Suman Murarka (DIN: 09023369) ceased to be an Independent Director of the Company with effect from 13th August 2025.

c) Appointment of Independent Director:

In accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors appointed Ms. Kirrti Lahoti (DIN: 03440885) as an Additional Director (Non-Executive & Independent Director) of the Company with effect from 13th August 2026, for a term of 5 (five) consecutive years, subject to the approval of the shareholders at the 38th Annual General Meeting (AGM) scheduled to be held on 29th September, 2026. The Board is of the opinion that she possesses the required integrity, expertise and experience (including the proficiency).

d) Declaration by Independent Directors:

The Company has received declaration of independence in terms of Section 149(6) and (7) of the Act and as per the LODR Regulations, from the Independent Directors of the Company.

The Independent Directors of the Company have, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, confirmed that they have enrolled themselves in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs and have either completed th e proficiency test or are exempted from undergoing such test and have complied with the Companys Code of Conduct and with Schedule IV of the Companies Act, 2013.

The Board of Directors is of the opinion that all the Independent Directors possess requisite qualifications, experience & expertise in industry knowledge, financial & corporate governance and they hold highest standards of integrity.

e) Meeting of independent directors

(i) During the year under review, the Independent Directors met on 3rd February, 2026 without the presence of NonIndependent Directors and members of the Management and, inter alia:

(ii) reviewed the performance of Non-Independent Directors and the Board as a whole;

(iii) reviewed the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

(iv) assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively & reasonably perform their duties.

f) Familiarization Programme for the Independent Directors

In compliance with the requirements of Listing Regulations, your Company has put in place a Familiarization Programme for Independent Directors to familiarize them with the working of the Company, their roles, rights and responsibilities vis-a-vis the Company, the industry in which the Company operates, business model etc., along with updating on various amendments in the Listing Regulations and the Companies Act, 2013. The policy on Familiarization Programme is uploaded on the website of the Company and can be accessed through web link https://lnsel.com/wp-content/uploads/2026/05/Familiarisation- Programme-for-Independent-Directors.pdf

The Company has conducted the familiarization programme for Independent Directors of the Company, details for the same have been disclosed on the Companys website https://lnsel.com/wp-content/uploads/2026/05/Familiarisation-Programme- for-Independent-Directors.pdf

g) Companys Policy on Directors appointment and remuneration:

The Nomination and Remuneration Committee identifies and ascertains the integrity, qualification, expertise, skills, knowledge and experience of the person for appointment as Director and Key Managerial Personnel. The appointment of a Director as recommended by the Nomination and Remuneration Committee requires approval of the Board.

The remuneration determined for Executive/ Independent Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Non-Executive Directors appointed on the Board are paid sitting fees for attending the Board and Board Committee meetings. No other remuneration or commission is paid to the Non-Executive Directors.

The Board has, on the recommendation of the Nomination & Remuneration Committee adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations. The said Remuneration Policy forms part of this report and is annexed as Annexure-II to this report. The same is also available on the Company Website https://lnsel.com/wp- content/uploads/2025/08/Remuneration-Policy.pdf

h) Key Managerial Personnel

There was no change in the Key Managerial Personnel of the Company during the year under review DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a) Board Meetings:

The Board of Directors met 4 (four) times during the financial year 2025 - 2026 in accordance with the provisions of the Companies Act, 2013 and the gap between two consecutive meetings did not exceed one hundred and twenty days and rules made thereunder. Detailed information on the Board Meetings is provided in the Corporate Governance Report which forms part of this Annual Report.

Disclosures with respect to the Board composition, Directors and Board meetings held during the financial year are covered under the Corporate Governance report forming part of this report, as per the Provisions of the Companies Act, 2013.

b) Committees of the Board:

There are Four Committees of the Board of Directors of the Company viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Independent Directors Committee.

The composition and other details of these committees have been given in the report on the Corporate Governance which forms part of the Annual Report.

c) Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) They 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;

(iii) the Directors had 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;

(iv) the Directors had prepared the annual accounts on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

(vi) 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.

POLICIES

a) Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Vigil Mechanism/Whistle Blower Policy to provide a formal mechanism to the Directors, employees and others who are associated with the Company in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct. The Policy provides for adequate safeguards against victimization of Employees/ Directors who avail the mechanism. The company affirms that no person has been denied access to the Audit Committee in this respect. The said policy is available on the website of the Company: https://lnsel.com/wp-content/uploads/2024/09/vigil-mechanismwhistle-blower-policy.pdf

b) Risk Management Policy

The provisions relating to constitution of a Risk Management Committee and formulation of a Risk Management Policy under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company, considering the applicability criteria prescribed under the said Regulations.

However, the Company recognizes the importance of identifying and managing business and operational risks. The Management and Board periodically review the key risks associated with the Companys operations and take appropriate measures, as considered necessary, to mitigate such risks.

c) Policies and Procedures (Mechanism):

The Company has framed policies and procedures for dealing with the leak of Unpublished Price Sensitive Information ("UPSI") and for Fair Disclosure of UPSI, with a view to preserving the confidentiality of UPSI, preventing misuse of such information while trading in the securities of the Company, and ensuring fairness in dealing with all stakeholders.

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information has been formulated pursuant to Regulation 8 of the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("Regulations") and has been duly adopted and approved by the Board of Directors of the Company.

Further, the Company has put in place a Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information, in accordance with the applicable provisions of the Regulations, to provide a mechanism for inquiry in the event of an actual or suspected leak of UPSI.

The aforesaid policies are available on the website of the Company https://lnsel.com/wp-content/uploads/2023/09/Code-of- Practice-and-Procedure-for-Fair-Disclosure-of-Unpublished-Price-Sensitive-Information.pdf

PARTICULARS OF EMPLOYEE

The information required under Section 197 of the Act read with Rule 5 (1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Particulars	Ratio to Median Remuneration
Non-Executive Directors*	-
Executive Directors
Mr. Mahesh Gupta, Managing Director	3.07
Mr. Vikash Singh, CFO	0.77

*Non-Executive Directors are not paid any remuneration, other than sitting fee.

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

Director, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Mr. Sagar Mal Gupta	These Directors were not paid any Remuneration, other than sitting fee.
Mrs. Arpita Gupta	These Directors were not paid any Remuneration, other than sitting fee.
Mr. Tapan Dhar Mazumdar	These Directors were not paid any Remuneration, other than sitting fee.
Mr. Milan Garg	These Directors were not paid any Remuneration, other than sitting fee.
Mrs. Sumita Mahadeva	These Directors were not paid any Remuneration, other than sitting fee.
Mrs. Suman Murarka (upto 13.08.2025)	These Directors were not paid any Remuneration, other than sitting fee.
Mr. Mahesh Gupta, Managing Director	16.67%
Mr. Vikash Singh, CFO	-
Mrs. Pritika Gupta, Company Secretary	13.64%

c. The percentage increase/(decrease) in the median remuneration of employees in the financial year: 20.82%

d. The number of permanent employees on the rolls of Company: 109

e. Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

f. The average annual increase was around 11.74% for personnel other than managerial personnel.

g. Increase in the managerial remuneration for the year was 16.67%. The managerial remuneration is as per the approval accorded by the Nomination and Remuneration Committee of the Board and Shareholders.

h. Affirmation that the remuneration is as per the remuneration policy of the Company:

i. The Company affirms that the remuneration is as per the remuneration policy of the Company.

j. There are no employees drawing remuneration in excess of the limits set out in the Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Nomination and Remuneration Committee has formulated the criteria and specified the manner for effective evaluation of the performance of the Board, its Committees and individual Directors, including Independent Directors.

Based on the criteria so laid down, the Board has carried out an annual evaluation of its own performance, the performance of its Committees and the performance of individual Directors.

The performance of the Board was evaluated on various parameters, including adequacy of the composition of the Board, Board culture, appropriateness of the qualifications and expertise of Board members, process of identification and appointment of Independent Directors, interpersonal skills, ability to act proactively, management of conflicts and crisis situations, diversity in knowledge and relevant industry expertise, roles and responsibilities of Board members, and appropriate utilisation of the talents and skills of Board members.

The Independent Directors, at their separate meeting, reviewed the performance of the non-independent Directors and the Board as a whole, and assessed the quality, quantity and timeliness of the flow of information between the management and the Board.

The Board of Directors, based on the outcome of the evaluation process, evaluated the performance of the Board and individual Directors. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated, in accordance with the applicable provisions of the SEBI Listing Regulations.

The Board also carried out an evaluation of the performance of its Committees on various parameters, including adequacy of meetings in enhancing the effectiveness of the Committees, existence of a defined set of objectives/terms of reference, effectiveness in discharging their respective functions and responsibilities, and quality and timeliness of information provided to the Committees.

The results of the review and evaluation of the performance of the Board, its Committees and individual Directors were found to be satisfactory.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to the Financial Statements. The internal financial controls are adequate and operating effectively and are designed to ensure the orderly and efficient conduct of the Companys business, including adherence to the Companys policies and procedures, safeguarding of assets, p revention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The Audit Committee and the Board periodically review the adequacy and effectiveness of the internal financial control systems of the Company.

AUDITORS AND REPORTS

The matters related to Auditors and their reports for the year ended 31 March, 2026 are as under:-

a) Statutory Auditors

M/s. N H Agrawal & Associates, Chartered Accountants, Kolkata (Firm Registration No. 327511E), were appointed as Statutory Auditors of your Company from the conclusion of Thirty Fourth (34th) Annual General Meeting (AGM) till conclusion of Thirty Ninth (39th) AGM to be held in the year 2027, as required under Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014.

For the year under review, the statutory auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013.

Statutory Auditor Report

The Notes on financial statements referred to in the Statutory Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report contains Unmodified Opinion on the financial statements (Standalone and Consolidated) of your Company, for the year ended 31 March, 2026 .The Statutory Auditors Report for the FY 2025-26 does not contain any qualifications, reservations, adverse remarks, or disclaimer, or frauds.

Frauds reported by auditors other than those which are reportable to the central government u/s 143(12)

There were no frauds reported by the auditors under section 143(12) of Companies Act, 2013 during their course of audit for the financial year 2025-2026.

b) Secretarial Auditors

The Board of Directors, on the recommendation of the Audit Committee, appointed M/s. Rasna Goyal & Co. (ICSI Membership No. F9096, COP No.9209) Practicing Company Secretaries, for a term of 5 (Five) consecutive years commencing from Financial Year 2025-26 till Financial Year 2029-30. The same was approved by the Members through Postal Ballot on 1 st August, 2026 in accordance with Regulation 24A(1) of the Listing Regulations and Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 at such remuneration as may be mutually agreed between the Board of Directors of the Company and the said firm. As required under Listing Regulations, the Secretarial Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Company Secretaries of India.

Secretarial Audit Report

In accordance with Section 204 (1) of the Companies Act, 2013, the report furnished by the Secretarial Auditors, who carried out the secretarial audit of the Company under the said Section is given in the Annexure-II-(a), which form part of this report is self-explanatory and therefore do not call for any further comments.

The Secretarial Audit Reports does not co contain any qualification, reservation, or adverse remarks.

Lensel Web Services Pvt Ltd., material subsidiary of your Company, has undertaken its secretarial audit for the financial year ended 31st March, 2026 by M/s. Rasna Goyal & Co. (ICSI Membership No. F9096, COP No.9209), Practicing Company Secretaries as Annexure-II-(b) to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the FY 2025- 26 for all applicable compliances as per Securities and Exchange Board of Indias regulations and circulars/ guidelines issued thereunder. The Annual Secretarial Compliance Report pursuant to Regulation 24A of the LODR Regulations has been issued by M/s. Rasna Goyal & Co. (ICSI Membership No. F9096, COP No.9209), Practicing Company Secretaries, Secretarial Auditors of the Company.

The Annual Secretarial Compliance Report for above said financial year has been submitted to the stock exchanges within prescribed time limit as per Listing Regulations. The same is available on the website of the Company at https://lnsel.com/wp- content/uploads/2026/09/Annual-Secretarial-Compliance-Report-March-2026.pdf

c) Cost Records and Audit

Under Section 148 of the Act, the Central Government has prescribed maintenance and audit of cost records vide the Companies (Cost Records and Audit) Rules, 2014 to such class of Companies as mentioned in the Table appended to Rule 3 of the said Rules. CETA headings under which Companys products are covered are not included in the said Table. Hence, during the year under review, maintenance of cost records and cost audit provisions were not applicable to the Company.

d) Internal Audit

Mrs Neha Ray, was appointed as the Internal Auditors of the Company for the Financial Year 2025-26. The Internal Audit plan is approved by the Audit Committee at the beginning of the year and the audit is oriented towards the review of internal controls in the Companys business operations including Infosec/Cyber review and review of related party/shared services transactions. The Audit Committee is presented with quarterly updates on the audit along with a summary of audit observations, if any and follow-up actions thereon.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act, as amended, draft annual return in Form MGT-7 is available on the Companys website at https://lnsel.com/reports/

CODE OF CONDUCT

The Company has laid down a robust Code of Business Conduct and Ethics, which is based on the principles of ethics, integrity and transparency. More details regarding the Code are provided in the Corporate Governance Report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, no application was made by the Company or proceedings were pending under the Insolvency and Bankruptcy Code, 2016 against the Company or any of its Subsidiaries.

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 done any one time settlement with any of the Lenders / Financial Institutions / Banks of any loan facility provided by them, therefore disclosure under the given head is not applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Provisions of Section 134 of the Companies Act, 2013 Read With the Companies (Accounts) Rules, 2014. The Statement pursuant to section 134(3) (M) of the Companies Act, 2013 read with Rule 8(3) of the Companys (Accounts) Rules 2014 is annexed as ‘Annexure-III forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every company including its holding or subsidiary and a foreign company, which fulfills the criteria specified in sub-section (1) of section 135 of the Act shall comply with the provisions of Section 135 of the Act and its rules.

Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act, your Company is not required to constitute a Corporate Social Responsibility ("CSR") Committee.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors state that as per section 118(10) of the companies Act 2013, the applicable Secretarial Standards, i.e. SS-1 and SS -2, relating to Meetings of the Board of Directors and ‘General Meeting respectively, have been duly followed by the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and is committed to provide a safe, inclusive workplace where everyone feels respected and empowered. It 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 thereunder.

Internal Committee has been set up to redress complaints, if any, received regarding sexual harassment. All employees, as defined under the said Act, are covered under this policy. There were no complaints received or pending to be disposed off during the financial year under review. The status of the complaints for the FY 2025-26 is as follows:

Particulars	Number
Number of complaints of sexual harassment received in the year	Nil
Number of complaints disposed off during the year	Nil
Number of cases pending for more than ninety days	Nil

Further, there is no complaint pending as on March 31,2026.

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER THE MATERNITY BENEFIT ACT, 1961

The Company is committed to providing maternity benefits to its eligible women employees in accordance with the provisions of the Maternity Benefit Act, 1961 as amended from time to time and the rules made thereunder, as applicable.

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including provisions relating to maternity leave, payment of maternity benefits, nursing breaks and other benefits as prescribed under the Act.

The Company continues to ensure that eligible women employees are provided with the benefits and protections available to them under the applicable statutory provisions.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR") forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report, pursuant to the Regulation 34(3), read with Schedule V, of the SEBI Listing Regulations, forms part of this Annual Report. The Company has obtained a certificate from the Statutory Auditors of the company regarding compliance of conditions and the same forms part of this annual report and annexed as Annexure-IV.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

The provisions relating to Business Responsibility and Sustainability Reporting ("BRSR") under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company for the financial year under review. Accordingly, the Company has not made the disclosure under the said requirement.

ACKNOWLEDGMENTS

Your Directors place on record their appreciation for the help and co-operation received by them from ICICI Bank Ltd, Indusind Bank, RBL Bank Ltd, State Government of West Bengal and Department of Electronics & Department of Telecommunication under Ministry of Information & Technology Government of India, specially Software Technology Parks of India, WEBEL (West Bengal Electronics Industry Development Corporation Limited).

Your Directors also place on record their appreciation for the dedicated services rendered by the employees of your Company at all levels and thank the Companys customers, vendors, investors and academic partners for their continuous support. Our consistent growth is possible because of their hard work, solidarity, co-operation and support.

	For and on behalf of the Board
	LEE & NEE SOFTWARES (EXPORTS) LTD.
Place: Kolkata	Mahesh Gupta	Arpita Gupta
Dated: 13 August, 2026	CEO & Managing Director	Director
	(DIN: 01606647)	(DIN: 02839878)