Lee & Nee Software (Exports) Ltd Directors Report

Dear Members

We are pleased to present the Thirty Seventh (37 th) 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, 2025.

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

FINANCIAL STATEMENTS & RESULTS

Financial Results:

The Companys financial performance (Standalone and Consolidated) for the financial year ended 31st March, 2025 is summarized below:

(Amount in Rs. Lacs)

Particulars	For the financial year ended (Standalone)		For the financial year ended (Consolidated)
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Income:
Revenue from operations	1027.29	805.27	1072.94	853.03
Other Income	112.30	105.61	147.74	176.15
Total Income	1139.59	910.88	1220.68	1029.18
Expenses:
Operating Expenditure	1070.29	856.33	1157.22	957.85
Depreciation & Amortization Expense	12.75	5.69	13.09	6.22
Total Expenses	1083.04	862.02	1170.31	964.07
Profit Before Tax (PBT)	56.54	48.86	50.37	65.11
Tax Expense	17.99	15.31	19.23	15.31
Profit for the year (PAT)	38.55	33.55	31.14	49.80
Other Comprehensive Income (Net of tax)	(16.42)	12.67	(12.68)	39.57
Total Comprehensive Income for the period	22.13	46.22	18.46	89.37

During the period under review, at consolidated level, the Company achieved revenue of Rs.1072.94 lacs EBITDA Rs. 63.46 lacs, PBT of Rs. 50.37 lacs and PAT of Rs. 31.14 lacs as compared to the revenue of Rs.853.03 lacs EBITDA Rs. 71.33 lacs, PBT of Rs. 65.11 lacs and PAT of Rs. 49.80 lacs respectively in the previous year.

On Standalone basis, the Company achieved revenue of Rs. 1027.29 lacs EBITDA Rs. 69.30 lacs, PBT of Rs. 56.54 lacs and PAT of Rs. 38.55 lacs as compared to the revenue of Rs. 805.27 lacs EBITDA Rs. 54.55 lacs, PBT of Rs. 49.02 lacs and PAT of Rs. 33.55 lacs respectively in the previous year.

At the Standalone level the sales of the Company have increased by 27.57% as compared to previous year and at the Consolidated level also the sales of the Company has increased by 25.78% as compared to last year.

Business (State of Company Affairs):

During the year under review, the Company and its subsidiaries reported an Operating Cash outflow of Rs. 85.53 Lacs as compared to Rs. 63.88 Lacs in the previous financial year. Consolidated Total Income was Rs. 1220.68 Lacs as compared to Rs. 1029.18 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.

Performance of Subsidiaries, Associates and Joint Venture Companies:

The Company has as on 31 March 2025, two wholly owned subsidiaries and there has been no material change in the nature of business of the subsidiaries. The details of the Subsidiaries of the Company are given below:

Sl. No.	Subsidiary Name	Address	Paid up Share Capital	% of holding
1	M/s. Lensel Web Services Pvt. Ltd.	14B Camac Street, Kolkata-700017	10.00 Lac	99.00%
2.	M/s. Rituraj Shares Broking Pvt. Ltd.	14B Camac Street, Kolkata-700017	36.20 Lac	99.72%

Apart from the information provided in the foregoing paragraph, there were no Companies which have become or ceased to be subsidiaries, associates and joint ventures during the financial year under review.

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 .

APPROPRIATIONS

Dividend and Transfer to Reserves:

In terms of the Dividend Distribution Policy, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, equity shareholders of the Company may expect dividend if the Company is having surplus funds and after taking into consideration the relevant internal and external factors as mentioned in the said Policy. Accordingly, considering the cash position, fund requirements for growth of business of your Company and the brought forward losses, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2025. Accordingly, no amount is also proposed to be transferred to the reserves of your Company.

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

In terms of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2017 the Company has not transferred any shares to Investor Education and Protection Fund Authority during the financial year 2024 - 2025.

DETAILS OF THE NODAL OFFICER:

Pritika Gupta)

Company Secretary and Compliance Officer Email ID ?€“ Phone No. - 033 4065 0374

FINANCIAL STATEMENTS AS PER IND-AS.

Financial Statements for the year ended 31 March 2025 are in accordance with the Indian Accounting Standards (IND-AS) notified by the Ministry of Corporate Affairs, Government of India, which have already become applicable to the Company.

REVISION OF FINANCIAL STATEMENTS

The Company has not carried out any revision in its financial statements in any of the three preceding financial years as per the requirement under 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 of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

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

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are found adequate. 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 2024-25, 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 / arrangements / transactions entered by the Company during the financial year 2024-25 with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties 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 .

The Policy on dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link

The Directors draw attention of the members to Note No .28 of the standalone financial statement which sets out related party disclosures.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There are no Loans, Guarantees and Investments made under the provisions of Section 186 of the Companies Act, 2013 during the year under review.

Details of loans given, investments made, guarantees given and securities provided along with the purposes for which the loans or guarantees or securities are proposed to be utilized by the recipient(s) thereof are provided in details in Note Nos. 4.1, 4.3, 7.1 & 7.5 of Standalone Financial statements.

SHARE CAPITAL

As on 31 March, 2025, 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 2024-25.

The Company has not issued any other shares with differential voting rights and sweat equity shares and hence, disclosures under Section 43(a)(ii) and Section 54(1)(d) of the Companies Act, 2013 read with relevant rules are not required to be furnished.

The Company does not have a scheme of ESOP and hence disclosures pursuant to Section 67(3) of the Companies Act, 2013 are also not required to be furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Board of Directors & Key Managerial Personnel:

Your Director Mrs. Arpita Gupta (DIN: 02839878) retires at the ensuing Annual General Meeting and being eligible offers herself for reappointment. Additional information and brief profile as required under the SEBI Regulations for the Director seeking reappointment is annexed to the Notice of AGM. The Board of Directors of your Company recommends her reappointment in the Board.

Intimation about Change in Designation of Director:

In accordance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has appointed Mr. Tapan Dhar Mazumdar (DIN: 10765075) as an Additional Director in the capacity of an Independent Director with effect from 14th November 2024 , for a term of 5 (five) consecutive years , subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) scheduled to be held on 25th September 2025 .

Upon receipt of shareholders approval, Mr. Tapan Dhar Mazumdar shall be regarded as an Independent Director effective from the conclusion of the said AGM.

Appointment of Independent Director:

In accordance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has appointed Mrs. Sumita Mahadevan (DIN: 11236590) as an Additional Director in the capacity of an Independent Director with effect from 13th August 2025 , for a term of 5 (five) consecutive years , subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) scheduled to be held on 25th September 2025 .

Upon receipt of shareholders approval, Mrs. Sumita Mahadevan shall be regarded as an Independent Director effective from the conclusion of the said AGM.

Declaration by Independent Directors:

Your Company has laid down procedures to be followed for familiarizing the Independent Directors with your Company, their roles, rights, responsibilities in your Company and to impart the required information and training to enable them contribute significantly to your Company.

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down in section 149(6) of the Act and Regulation 16(1) (b) of Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct.

During the year under review, the Independent Directors met on 13 th February, 2025 without the presence of Non-Independent Directors and members of the Management and, inter alia:

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

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

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.

The details of the familiarization programme imparted to the Independent Directors of the Company are uploaded on the website of the Company at - independent-director.pdf

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 remuneration-policy.pdf

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

Board Meetings:

The Board of Directors met 4 (four) times during the financial year 24-25 in accordance with the provisions of the Companies Act, 2013 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.

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.

During the year detailed information on all the Committees is provided in the Corporate Governance Report along with the details of extract from Nomination and Remuneration Policy of the Company with respect to remuneration of Executive Directors, Key Managerial Personnel and other senior employees of the Company. Policies framed by the Board pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are available on the Companys Website:

Directors Responsibility Statement

Pursuant to Section 134 (3) (C) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

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;

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;

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

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

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

Vigil Mechanism/Whistle Blower Policy

The Company has adopted a 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: - policy.pdf

Risk Management Policy

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

In the opinion of the Board there is no such risk which may threaten the present existence of the Company.

Policies and Procedures (Mechanism):

The Company has policies and procedures in case of Leak of Unpublished Price Sensitive Information, for Fair Disclosure has been framed with a view to preserve the confidentiality of unpublished price sensitive information, prevent misuse of such information while trading in Companys securities and ensure fairness in dealing with all stakeholders. This Code for Fair Disclosure has been formulated pursuant to Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015 ("Regulations") adopted and approved by the Board of the Company Words and terms used in this Code for Fair Disclosure herein shall have meaning assigned thereto in the Regulations. The same can be found on the companys

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Nomination and Remuneration Committee has laid down the criteria for performance evaluation on the basis of which the Board has carried out evaluation of its own performance, the performance of Board Committees and of the Independent Directors individually.

The Board performance was reviewed on various parameters, such as, adequacy of the composition of the Board, Board culture, appropriateness of qualification & expertise of Board members, process of identification and appointment of Independent Directors, inter-personal skills, ability to act proactively, managing conflicts, managing crisis situations, diversity in the knowledge and related industry expertise, roles and responsibilities of Board members, appropriate utilization of talents and skills of Board members, etc.

The Board of Directors of the Company, based on the report of the Independent Directors and the Nomination and Remuneration Committee, evaluated the performance of Board and of individual Directors. The Board also carried out the evaluation of performance of its Committees on various parameters, such as, adequacy of meetings in enhancing the effectiveness of the Committee, existence of a defined set of objectives/ terms of reference, etc.

The result of review and evaluation of performance of Board, its Committees and of individual Directors was found to be satisfactory.

AUDITORS AND REPORTS

The matters related to Auditors and their reports for the year ended 31 March, 2025 are as under:-

Statutory Auditors

M/s. N H Agrawal & Associates, Chartered Accountants, Kolkata (Firm Registration No. 327511E), were appointed as S t a t u t o r y A u d i t o r s o f y o u r C o m pa n y f r o m t h e c o n c l u s i o n o f T h i r t y F o u r t h ( 3 4 t h ) A n n ua l Ge n e r a l M e e t i n g ( A G M ) t i l l c o n c l u s i o n 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.

The Auditors Report contains Unmodified Opinion on the financial statements (Standalone and Consolidated) of your Company, for the year ended 31 March, 2025 and there are no qualifications reservations or adverse remarks in their report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors of the Company has re-appointed Mrs. Rasna Goyal, a Practicing Company Secretary in Practice (CP No.-9209) to conduct the Secretarial Audit Report of the Company for the financial year 2024-25. The Secretarial Audit Report in Form MR-3, for the financial year ended 31 March, 2025 is annexed as Annexure-III (a) to this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

Lensel Web Services Pvt Ltd., material subsidiary of your Company, has undertaken its secretarial audit for the financial year ended 31 March, 2025 by Mrs. Rasna Goyal, a Practicing Company Secretary in Practice (CP No.-9209) as Annexure- III-(b) to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

In line with the Circular dated February 08, 2019 issued by the Securities and Exchange Board of India, Annual Secretarial Compliance Report for the year ended 31 March, 2025 confirming compliance of all applicable SEBI Regulations, Circulars and Guidelines by the Company was issued by Rasna Goyal, Practicing Company Secretaries and filed with the Stock Exchanges. The same is available on the website of the Company at - Lee-Nee-Final.pdf .

Qualifications in Audit Reports

The statutory auditors report and the secretarial audit report do not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial audit report is attached to this report.

Cost Auditors

Maintenance of cost records and requirements of cost audit as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

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 2024-2025.

ANNUAL RETURN

Pursuant to Section 92(3), read with Section 134(3) (a), of the Act, a copy of the Annual Return of the Company as on the Financial Year ended 31 March, 2024, in Form No. MGT-7, can be accessed on the website of the Company wp-content/uploads/2025/05/Extract-of-Annual-Return-MGT-7-2024.pdf

Further, pursuant to Section 92(3) of the Act, the Annual Return of the Company as on the Financial Year ended 31 March, 2025, will be duly uploaded on the website of the Company, at upon filing of the same with the Registrar of Companies, under Section 92(4) of the Act.

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 about the Code is given 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-IV 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.

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

There are no complaints from any of the employees in the Company during the Financial Year 2024-25, thus it is not required to constitute Internal Complaints Committee (ICC) pursuant to the legislation Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act 2013 as the same is not applicable on the Company.

PREVENTION OF SEXUAL HARASSMENT

The Company is committed to a safe, inclusive workplace where everyone feels respected and empowered. In line with the PoSH Act, it has adopted an anti-sexual harassment policy and constituted an Internal Committee. No complaints, including those related to sexual harassment, were received during the year under review. Details of the complaints are as follows:

MATERNITY BENEFIT AFFIRMATIONS

The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible women employees received the required benefits, including paid leave, continued salary and service, and post-maternity support like nursing breaks and flexible work options.

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible women employees received the required benefits, including paid leave, continued salary and service, and post-maternity support like nursing breaks and flexible work options.

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS

Subject to the applicable provisions of the Companies Act, 2013, and applicable law, all documents, including the Notice and Annual Report shall be sent through electronic means (e-mail) in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members.

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, in terms of 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-V .

The Company has laid down Code of Conduct to which the Board and Senior Management have affirmed compliance. The Code is displayed on the official website of the Company

AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013.

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

BUSINESS RESPONSIBILITYAND SUSTAINABILITY REPORTING

Business Responsibility and Sustainability Reporting is not applicable to the Company, hence the disclosure under the given head is not made.

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.