Megasoft Ltd Management Discussions

(1) Background and Overview

Over the last couple of years your company has been making strategic inroads into the Aerospace and Defence sector.

The factors driving the market potential in the Aerospace and Defence sector include geopolitical tensions, the need for military modernization and technological advancements. India and countries around the world are allocating significant funds and increasing defence budgets to enhance military capabilities. For airspace protection, nations are deploying advanced air defence systems. The use of drones and anti-drone (counter drone) technologies, EW systems and other air and naval systems like submarines, missiles are expanding rapidly in military operations.

Strategically the company plans to grow organically and inorganically through acquisitions in the aforementioned sector primarily focussed on niche technologies and unique capabilities.

By focussing on the emerging opportunities, the Company is poised to deliver sustained growth and create value for the stakeholders and contribute positively through innovative solutions and products.

(2) Significant Transactions during the period under review

During the financial year 2024-25 your Board of Directors in their meeting held approved the Scheme of Amalgamation of Sigma Advanced Systems Private Limited (“SASPL” or “Transferor Company”) into and with Megasoft Limited (“MSL” or “Megasoft” or “Transferee Company”). Further, the Company received the No-objection Letters / Observation Letters from the BSE Limited and National Stock Exchange of India Limited. The Company is in the process of obtaining approval from the Honble National Company Law Tribunal (NCLT).

(3) Industry Outlook

Global defence spending has risen sharply in 2024, due to rising geopolitical tensions and faster rearmament programs; that rise is supporting broad demand across air-defence, missiles, naval platforms and sensors. There has been a notable jump in world military expenditure in 2024, underlining stronger budgets for procurement and modernization worldwide.

Looking into 2025, market signals point to continued growth in several specialist areas. Demand for air- defence missiles and associated radars is materially up as countries replenish stocks and expand layered air-defence systems - producers are ramping up output but supply pressure remains tight. At the same time, the counter-UAS / anti-drone market and radar sensor markets are forecast to grow rapidly, driven by widespread adoption of detection and mitigation systems for airports, critical infrastructure and military bases. Naval capabilities - including submarine combat systems and associated weapons such as torpedoes - are also areas of accelerating investment as nations expand their naval deterrence.

Major defence companies are publicly signalling stronger defence demand and are increasing investment and production capacity. This industry behaviour confirms not only to a market environment of robust opportunity but also of intense competition and supply-chain challenges. Your Company sees a strong opportunity in this environment to leverage its capabilities, expand its presence, and deliver innovative solutions to meet growing defence needs.

Focus areas:

• Missiles & Air-Defence Systems: There is strong demand to rebuild inventories and strengthen layered defence systems (including interceptors and SAMs). While production is ramping up worldwide, supply chains may pose a challenge to the growing demand.

• Anti-Drone / Counter-UAS: The market is expanding rapidly due to asymmetric threats targeting airports, public gatherings, and military installations. Key growth areas include advanced detection, mitigation and neutralisation measures.

• Submarines & Torpedoes (Sea-Based Systems): Countries are upgrading their navies and focusing more on undersea defence, which is leading to an increase in spending on submarine systems, sensors and advancement in torpedoes.

• Radar & Sensors: Demand is rising for long-range air surveillance systems, integrated air-defence networks, and counter-UAS sensor suites. Market projections indicate sustained multi-year growth in the radar sector as militaries and critical infrastructure operators enhance their detection capabilities.

• Technology & Integration (EW, C2, AI): Companies are investing into electronic warfare, integrated command & control and AI-powered sensor systems. This is driving demand for software, secure communication and cybersecurity.

The defence industry is expected to keep growing as countries spend more on security, upgrade old equipment, and invest in new technologies. Research and development are the backbone of this growth, driving advances in AI, sensors, drones, robotics, and modern weapons. Governments are also focusing on indigenisation of defence equipment and working with private industry players to speed up innovation. This creates a big opportunity for companies that can bring smart, flexible, and advanced solutions to meet changing security needs.

(4) Business Strategy and Focus for 2025-26

Your companys business strategy is focused on becoming a global player in the defence sector by combining in-house expertise with the strengths of carefully selected merger and acquisitions. Recognising the vast opportunities in this industry, the company is actively exploring merger and acquisition opportunities in the US and UK · two of the most advanced defence markets in the world. These acquisitions bring not only cutting-edge technologies and products but also establish customer networks, enabling the company to quickly scale its presence and enhance its competitiveness in both domestic and international markets.

To ensure the right strategic fit, the company is working hard to identify potential partners that share its vision, values, and commitment to innovation. We have engaged highly capable resources - including industry veterans, defence specialists, and experienced advisors who are dedicated to mapping the global market, conducting thorough due diligence, and identifying companies whose capabilities align with our growth plans. This careful approach ensures that each acquisition delivers clear synergies in technology, market access, and operational efficiency.

By integrating the knowledge and expertise of acquired companies with our own, we are strengthening our ability to deliver advanced solutions such as anti-drone systems, airspace protection technologies, and high- value defence components. These capabilities enable us to serve Defence Public Sector Undertakings (PSUs), the Tri-Services, the Ministry of Home Affairs, Para-Military forces, and global defence organisations. Aligned with the vision of Atmanirbhar Bharat, the company is also investing in the indigenisation of

defence products, reducing dependence on imports and enhancing national self-reliance. At the same time, our intended presence in the US and UK will give us access to global opportunities, helping position the company as a trusted partner for defence requirements worldwide. Company aims to establish itself in the manufacturing of specific systems and subsystems for the Aerospace and Defence Sectors; namely in (a) Precision machining of the most demanding metals and super alloys (b) Metal surface treatments, specialising in treating small and large complex components (c) Machining and fine grinding (d) Advanced precision fabrications (e) Assembly, CNC machining and manufacture of complex parts.

The company is actively progressing on significant projects aimed at enhancing our capabilities in advanced defence technologies. These projects will enable your company to meet the evolving needs of armed forces and security agencies, with a focus on precision, reliability, and adaptability. Your company is working to ensure that these systems are not only technologically advanced but also compliant with the highest quality and operational standards. Once operational, ongoing projects are expected to strengthen our product portfolio, open new market opportunities, and reinforce our position as a trusted solutions provider in the defence sector.

This multi-dimensional strategy built on merger & acquisitions, innovation, manufacturing strength and strategic market access is designed to deliver sustained growth, operational excellence, and long-term value creation. By bringing together the right companies, the right people, and the right vision, the company is firmly on its path to becoming a recognised global player in defence technology.

(5) Risks and Concerns

Below are the possible risk and probable mitigation actions.

• Market Penetration Risk

As we explore new geographies (like US or UK) or grow domestic market share, there could be challenges due to high competition, local regulations, or lack of brand recognition. As a measure there is a need to work towards building partnership with established local players and leverage acquired companys network.

• Acquisition Integration Risk

One of the risks is the difficulty in integrating newly acquired companies into existing operations, leading to cultural misalignment, operational inefficiencies, or delays in synergy realization. However, this can be mitigated by conducting pre-acquisition financial, operational due diligence and establish integration teams, and set clear timelines and KPIs for post-merger alignment.

• Foreign Exchange & Remittance Compliance Risk

There could be delays in compliance due to dynamic foreign remittance regulations and exchange rate fluctuations. Engaging experienced legal and compliance advisors, using forward contracts and hedging could help to manage currency volatility

• Revenue Concentration & Contract Risk

Heavy dependence on a few large defence contracts may expose the company to high revenue volatility if orders are delayed or cancelled. To mitigate the risk there is a need to diversify the client base (domestic and international), pursue long-term service/maintenance contracts, and maintain a healthy order pipeline.

• Regulatory & Government Approval Risk

There could be unanticipated delays in obtaining mandatory government approvals, defence clearances, or export licenses. By maintaining active liaison with regulatory authorities, engaging consultants with domain expertise, and preparing complete documentation well in advance would enable smoother and faster approvals

• Supply Chain & Manufacturing Disruption Risk

Shortage of critical components, raw materials, or manufacturing delays impacting delivery timelines could be the probable risk. To mitigate the risk there is a need to develop multiple suppliers, maintain stock of critical parts and evaluate option of investing in in-house manufacturing capabilities of key components

• Technological Relevance and Future-Proofing

Rapid advancements in defence technology and evolving security threats can make existing systems or solutions outdated. If the companys products or capabilities fail to keep pace with industry innovation, it may lose competitiveness and market share. Continuously investing in R&D, collaborating with technology partners, and tracking global defence technology trends will support in being relevant also engaging in joint ventures or acquisitions to gain access to advanced capabilities. Regularly upgrading product offerings to align with changing customer requirements and emerging security challenges will go a long way in mitigating the risk associated.

(6) Internal Controls

Operating in the highly sensitive and regulated defence sector, robust internal control systems are essential to maintaining operational integrity, compliance, and stakeholder confidence. We believe that strong internal controls are essential for the smooth and secure functioning of any organization. These controls include processes, policies, and procedures that help protect the companys resources from risks and threats. They ensure that transactions are approved properly, recorded accurately, and carried out in line with company policies. This reduces the chances of mistakes, fraud, or incorrect financial reporting. At the same time, it builds transparency and accountability across the organization.

Our internal control framework is designed to ensure accuracy, transparency, and accountability across all business processes, with a strong focus on risk mitigation and adherence to statutory, contractual, and security requirements.

A key part of this system is the role of the Audit Committee. Working closely with the Internal Auditor, the Audit Committee regularly reviews the companys internal controls. These reviews take place at fixed intervals and are aimed at checking whether the controls are effective. If any weakness or gap is found, the Audit Committee recommends corrective action to fix it. This process shows the companys commitment to maintaining effective controls and following best practices. It also gives assurance to stakeholders that the control systems are in place and working as intended.

The company also carries out regular risk assessments for both existing processes and any new workflows introduced. This proactive approach helps identify risks early so that preventive measures can be taken before issues arise. By constantly reviewing and updating its risk management strategies, the company stays prepared for changing business needs and external factors.

Another important element of our internal control framework is the companys “cash and caution” policy. This policy focuses on careful financial management by controlling costs, avoiding unnecessary debt, and

prioritizing debt repayment. The idea is to ensure the company operates within its means, maintains healthy cash flows, and remains financially stable. This approach helps safeguard financial resources and ensures that funds are used efficiently and for the right purposes.

Together, these measures - strong policies and processes, regular reviews by the Audit Committee, ongoing risk assessments, and a cautious financial management approach - create a secure and reliable control environment. They not only protect the companys assets but also build trust, integrity, and transparency. With these systems in place, the company is well-positioned to achieve its goals and ensure long-term growth and stability.

(7) Human Assets

At Megasoft, our people are our greatest strength. They are the driving force behind our growth, innovation, and success. We value employees not only for their professional contributions but also for the culture, spirit, and positive energy they bring to the organization.

We have strong HR policies and systems that ensure employees work in an environment that supports their growth, well-being, and overall development. Through continuous guidance, training programs, and access to the right resources, we help our team build skills and confidence to excel. Our performance management system encourages goal setting, regular feedback, and career development, enabling individuals to reach their full potential.

Employee welfare is a top priority. We provide comprehensive medical and life insurance coverage for employees and their families, ensuring their health and financial security in times of need. In addition, we offer wellness initiatives such as health awareness programs and webinars to promote a balanced lifestyle. We conduct mandatory health check-ups to monitor employees well-being and provide support in taking necessary corrective measures.

We believe in creating a positive, respectful, and inclusive workplace where everyone feels safe, supported, and encouraged to share ideas. We actively promote teamwork, open communication, and a culture of respect. Gatherings, team dinners, and festival celebrations are organized to keep employees motivated.

The company conducts yearly performance assessments to evaluate employee contributions and growth. Appraisal processes are fair and transparent, linking achievements to career progression. Constructive feedback is provided to help employees improve and reach their full potential. Outstanding performance is recognized and rewarded, reinforcing a culture of excellence.

Megasoft is committed to providing career progression opportunities so our people can grow alongside the company. Our policies are transparent, fair, and focused on attracting, developing, and retaining people.

We believe that when our people succeed, the company succeeds. Our people-first philosophy ensures that every employee feels valued, supported, and proud to be part of our journey. We know that a happy, motivated workforce is the foundation of a thriving organization.

(8) Property:

Your company continued to receive rental income form all the three blocks of its Nanakramguda, Hyderabad property throughout the year.

(9) Material changes from end of financial year to date of this report:

a) Disposal of Property Asset: On April 4, 2025, the Company executed the Sale of its share in the Property situated at Knowledge Capital, Plot No. 8 (Part), Survey No.115/2, 3, 4, 5, 35, Nanakramguda Village, Serilingampally Mandal, Ranga Reddy District, Telangana - 500032, India. Further, the sale consideration was INR 400,39,17,061/- (Rupees Four Hundred Crores Thirty-Nine Lacs Seventeen Thousand and Sixty-One Only). The Company repaid the outstanding loan as on that date, out of the Sale consideration received.

b) Approval and Execution of Sale of Investment in Extrovis AG: On July 1, 2025, the Board of Directors of the Company has approved the Sale of Investment of Megasoft Limiteds holding of 36.52% in Extrovis AG, Switzerland. Consequently, the Company received the Shareholders Approval for the aforesaid sale on August 6, 2025. The Company has executed the Share Purchase Agreement (SPA) with Refex Life Sciences Private Limited on July 2, 2025 for a consideration of US $ 15,000,000.

c) Update on Scheme of Amalgamation:

During the financial year 2024-25 your Board of Directors in their meeting held on October 18, 2024 approved the Scheme of Amalgamation of Sigma Advanced Systems Private Limited (“SASPL” or “Transferor Company”) into and with Megasoft Limited (“MSL” or “Megasoft” or “Transferee Company”). Further, the Company received the No-objection Letters / Observation Letters from the BSE Limited and National Stock Exchange of India Limited bearing letters dated May 16, 2025.

Pursuant to the order of the Honble National Company Law Tribunal, Chennai Bench - I. (NCLT) dated July 11, 2025 read with Order dated July 16, 2025 (“Order”), the Company has conducted a meeting of the Equity Shareholder on August 30, 2025 and received the approval of the Shareholders on the Scheme.

Further, the Company is in process of obtaining the approval from the Honble NCLT on the Scheme.

Except as disclosed elsewhere in this report, there have been no other material changes and commitments, that has occurred between the end of the financial year of the Company and date of this report which can affect the financial position of the Company.

FINANCIAL PERFORMANCE (CONSOLIDATED)

Share capital

There is no change in the Companys equity share capital during the financial year under review.

Reserves and surplus

The movement in Foreign Currency Translation Reserve, if any, during the financial year under review was due to fluctuation in foreign currency rate. The profit/loss earned during the year has been carried forward in full.

Borrowings

The total debt in FY 24-25 is Rs.13,697.35 lakhs against Rs. 14,468.56 lakhs in the year 23-24. The reduction is on account of repayment of loan during the year.

Deferred tax liability / asset

There were no deferred tax assets or liabilities during the year.

Trade Payables & Other liabilities

The trade payables and other liabilities increased to Rs.8,374.35 lakhs in 2025 from Rs. 4,062.87 lakhs in 2024. The increase was in the normal course of business.

Provisions

	Short term		Long term		Total
As at	31-Mar-2025	31-Mar-2024	31-Mar-2025	31-Mar-2024	31-Mar-2025	31-Mar-2024
	Rs lakhs	Rs lakhs	Rs lakhs	Rs lakhs	Rs lakhs	Rs lakhs
Provision for retirement benefits	4.50	25.74	35.95	14.30	40.45	40.04

The movement in the provisions is in the normal course of business.

Fixed assets

The fixed assets Increased to Rs.19,998.57 lakhs in the current year from Rs. 18,718.62 lakhs in the previous year the details of which are available in the fixed assets schedule No 2

Trade receivables

There were no trade receivables during the financial year.

Cash and bank balances

The current year cash and bank balances are of Rs.916.98 lakhs against the previous year-end balance at Rs.1,704.85 lakhs.

Short term loans and advances

The short-term loans and advances increased to Rs.3,344.58 lakhs in 2025 from Rs.1,671.50 lakhs in 2024. The details of which are available in the schedule.

Results of operations (consolidated)

For the period / year ended	31-Mar-2025	31-Mar-2024
	Rs lakhs	Rs lakhs
Revenues from operations	0.00	0.00
Other Income	4,156.28	3,739.53
EBIDTA	3,112.86	2,847.31
Finance cost	1,821.54	1,706.80
Depreciation	446.59	318.82
Profit /(Loss) before exceptional Item and Tax	844.73	822.19
Exceptional Items(Net)	0.00	0.00
Profit after exceptional item and before tax	844.73	822.19
Less: Taxes	0.00	63.64
Profit after tax	844.73	758.55
Share of Profit /(Loss) of Associate	(3,838.47)	(2,033.21)
Profit/(Loss) for the period	(2,993.74)	(1,274.67)

Total income & Revenue

While there were no operational revenues during the year, however total income for the period was 4,156.28 lakhs in the FY24-25

Other Income

Other income for FY 24-25 is Rs.4,156.28 Lakhs against 3,739.53 Lakhs for the previous year 23-24. Software, hardware and material costs

There was no Software, hardware and material costs incurred during the financial year.

Employee cost

Employee cost Increased to Rs.261.29 lakhs in 2025 from Rs. 205.55 lakhs in 2024.

Other expenses

Increase in other expenses to Rs.782.13 lakhs in 2025 from Rs. 686.67 lakhs in 2024. The details of which are available as per schedule no 24.

Finance cost

Finance cost increased to Rs. 1,821.54 lakhs in 2025 from Rs. 1,706.30 lakhs in 2024. Finance cost has increased during the year 2025 due to rise in the floating interest rate of borrowings.

Depreciation

Depreciation was charged on a pro-rata basis on fixed assets purchased / sold during the year. Depreciation on assets acquired under finance lease / hire purchase was provided using the straight-line method over the shorter of the lease / hire purchase term and useful life of the asset. The movement in depreciation charge from Rs 318.82 lakhs in the previous financial year to Rs 446.59 lakhs in 2025 is in the normal course of business.

FINANCIAL PERFORMANCE (STANDALONE)

Share capital

There is no change in the Companys equity share capital during the financial year under review.

Reserves and surplus

The profit earned by the company during the year has been carried forward in full and hence there is an increase in closing balance in Statement of Profit & Loss.

Borrowings

The total debt in FY 24-25 is Rs.13,697.35 lakhs against Rs. 14,468.56 lakhs in the year 23-24. This reduction is on account of repayment of loan during the year.

Deferred tax liability/asset

There were no deferred tax assets or liabilities during the year.

Trade Payables & Other current liabilities

The Trade payables and other current liabilities Increased to Rs.8,373.45 lakhs from Rs. 4,060.79 Lakhs in 2024. This was in the normal course of business.

Provisions

	Short term		Long term		Total
As at	31-Mar-2025	31-Mar-2024	31-Mar-2025	:31-Mar-2024	31-Mar-2025	31-Mar-2024
	Rs lakhs	Rs lakhs	Rs lakhs	Rs lakhs	Rs lakhs	Rs lakhs
Provision for retirement benefits	4.50	25.74	35.95	14.30	40.45	40.04

The movement in the provisions is in the normal course of business.

Fixed assets

The fixed assets are Rs. 19,998.57 Lakhs in 2025 as against Rs. 18,718.62 lakhs in the previous year 2024. The details are available in schedule no 2

Investments

There was no change in Investment in the year 2025 and stood at Rs.13601.67 Lakhs same as in 2024. Trade Receivables

There were no trade receivable during the financial year.

Cash and bank balances

The cash and bank balance Rs 864.89 lakhs in 2025 as against Rs 1,646.44 lakhs in 2024.

Short term loans and advances

There is an increase in short term loans and advances to Rs 3,341.35 lakhs in 2025 from Rs. 1,670.61 lakhs in 2024.The details of which are available in the schedule.

Result of Operations (Standalone)

For the period / year ended	31-Mar-2025	31-Mar-2024
	Rs lakhs	Rs lakhs
Revenues from operations	0.00	0.00
Other Income	4,128.44	3,734.65
EBIDTA	3,115.59	2,844.82
Finance cost	1,821.49	1,706.30
Depreciation	446.59	318.82
Profit/(Loss) before Exceptional Item and Tax	847.51	819.71
Exceptional Items(Net)	0.00	0.00
Profit after Exceptional Item and before tax	847.51	819.71
Less: Taxes	0.00	63.64
Profit after tax	847.51	756.06

Revenues

While there were no operational revenues during the year, however total income for the period was 4,128.44 lakhs in the FY24-25

Other Income

Other income for FY 24-25 is 4,128.44 against Rs.3,734.65 for the previous year 2023-24.

Software, hardware and material costs

There was no Software, hardware and material costs incurred during the financial year.

Employee cost

Employee cost Increased to Rs 261.29 lakhs in 2025 from Rs 205.55 lakhs in 2024 .The increase is in the normal course of the business.

Other expenses

There is an Increase in other expenses to Rs. 751.56 lakhs in 2025 from Rs. 684.28 lakhs in 2024. The details are available in schedule no 26.

Finance cost

Finance cost increased to Rs 1,821.49 lakhs in 2025 from Rs 1,706.30 lakhs in 2024. This is on account of rise in the floating interest rate of borrowings.

Depreciation

Depreciation was charged on a pro-rata basis on fixed assets purchased / sold during the year. Depreciation on assets acquired under finance lease / hire purchase is provided using the straight-line method over the shorter of the lease / hire purchase term and useful life of the asset. The depreciation charge was Rs 446.59 lakhs in 2025 as against Rs 318.82 lakhs in 2024.

“Annexure-7”

Auditors Certificate on Corporate Governance

To

The Members of Megasoft Limited,

We have examined the compliance of conditions of Corporate Governance by Megasoft Limited for the year ended 31^st March 2025, as stipulated in terms of Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to the procedures and implementation thereof, adopted by the company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the company.

In our opinion and to the best of our information and according to the explanation given to us, we certify that the Company has complied in all material respect with conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

We further state that such compliance in neither an assurance as to the future viability of the company nor the efficiency or effectiveness with which the management has conducted the affairs of the company.

“Annexure-8”

REPORT ON CORPORATE SOCIAL RESPONSIBILITY

[Pursuant to clause (o) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]

1. A brief outline on CSR Policy of the Company: The Company is focused on Pharma, Aerospace and Defense Electronics areas and is in the process of acquiring a few companies and intend to provide centralized corporate, technology, finance and leadership / management support services to such subsidiaries/associate companies. Megasoft Limited is a public listed company, listed with NSE & BSE.

The Companys CSR Policy intends:

• To enhance value creation to the society, through its services and conduct,

• To promote sustainable growth to the society,

• To fulfill its role as a Socially Responsible Corporate, with environmental concern.

2. The Composition of the CSR Committee:

Sl. No.	Name of Director	Designation/ Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
NA	NA	NA	NA	NA

3. Provide the web-link(s) where Composition of CSR Committee, CSR Policy and CSR Projects approved by the board are disclosed on the website of the Company : https://www.megasoft.com/ investor-services.html

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable -

5. (a) Average net profit of the company as per sub-section (5) of section 135 - Rs. 7,69,46,590

(b) Two percent of average net profit of the company as per sub-section (5) of section 135 - Rs. 15,38,932

(c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial years - NA

(d) Amount required to be set-off for the financial year, if any - (e) Total CSR obligation for the financial year [(b)+(c)-(d)] -- NA

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project) - Rs 15,38,932

(b) Amount spent in Administrative Overheads - NA

(c) Amount spent on Impact Assessment, if applicable - NA

(d) Total amount spent for the Financial Year [(a)+(b)+(c)] - Rs. 15,38,932

(e) CSR amount spent for the Financial Year: Rs. 15,38,932

Total Amount Spent for the Financial Year. (in Rs.)	Amount Unspent (in Rs.)
15,38,932	Total Amount transferred to Unspent CSR Account as per subsection (6) of section 135.		Amount transferred to any fund specified under Schedule VII as per second proviso to sub-section (5) of section 135.
	Amount.	Date of transfer.	Name of the Fund	Amount.	Date of transfer.
	-	-	-	-	-
	-	-	-	-	-

 

Sl No	Particulars of CSR Spent	Amount in Rs.
1	SPARSH HOSPICE AN ENTITY OF ROTARY CBHCT	3,00,000
2	NACHIKETA TAPOVAN	9,00,000
3	FLYINGDISC DEVELOPMENT FOUNDATION	1,00,000
4	SIGNATURE FOUNDATION- EK BADALTI SOCH	2,38,932

(f) Excess amount for set-off, if any:

Sl No.	Particular	Amount (in Rs.)
(1)	(2)	(3)
	Two percent of average net profit of the company as per sub-section (5) of section 135	15,38,932
	Total amount spent for the Financial Year	15,38,932
	Excess amount spent for the Financial Year [(ii)-(i)]	Nil
	Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years, if any	Nil
	Amount available for set off in succeeding Financial Years [(iii)-(iv)]	Nil

7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Year: NA

1	2	3	4	5	6		7	8
Sl No.	Preceding Financial Year(s)	Amount transferred to Unspent CSR Account under subsection (6) of section 135 (in Rs.)	Balance Amount in Unspent CSR Account under subsection (6) of section 135 (in Rs.)	Amount Spent in the Financial Year (in Rs)	Amount transferred to a Fund as specified under Schedule VII as per second proviso to subsection (5) of section 135, if any		Amount remaining to be spent in succeeding Financial Years (in Rs)	Deficiency, if any
					Amount (in Rs)	Date of Transfer
1	FY-1	-	-	-	-	-	-	-
2	FY-2	-	-	-	-	-	-	-
2	FY-3	-	-	-	-	-	-	-

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No

If Yes, enter the number of Capital assets created/ acquired: NA

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year: NA

Sl. No.	Short particulars of the property or asset(s) [including complete address and location of the property]	Pincode of the property or asset(s)	Date of creation	Amount of CSR amount spent	Details of entity/ Authority/ beneficiary of the registered owner
(1)	(2)	(3)	(4)	(5)	(6)
-	-	-	-	-	CSR Registration Number, if applicable	Name	Registered address
-	-	-	-	-	-	-	-

(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/ Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per subsection (5) of section 135 - NA

“Annexure A1”

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule VPara C clause (10)(i) of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015)

To,

The Members of MEGASOFT LIMITED,

(CIN-L24100TN1999PLC042730)

No.85, Kutchery Road, Mylapore,

Chennai - 600 004.

We, M Damodaran & Associates LLP, Practicing Company Secretaries have examined the relevant registers, records, forms, returns and disclosures received from the Directors of MEGASOFT LIMITED having CIN - L24100TN1999PLC042730 and having registered office at No. 85, Kutchery Road, Mylapore, Chennai - 600 004 (hereinafter referred to as ‘the Company), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in ) as considered necessary and explanations furnished to us by the Company & its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on March 31, 2025 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

Sr. No.	Name of Director	DIN	Date of appointment in Company
1	Mr. Sunil Kumar Kalidindi	02344343	10/12/2021
2	Ms. Leona Ambuja	07138817	31/03/2015
3	Mr. Sivalenka Kalyan Vijay	06404449	29/09/2020
4	Mr. Suryanarayana Raju Nandyala	01581731	24/12/2021
5	*Mr. Krishna Yeachuri	00066898	31/12/2022
7	Dr. Uma Garimella	02847624	20/12/2024

*Mr. Krishna Yeachuri, Non- Executive, Non-Independent Director has resigned from the Board with effect from close of business hours on 31^st March, 2025.

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

“Annexure B1”

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certificate

As stipulated under Regulation 17(8) and Part B of Schedule II of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, we hereby certify that:

We the undersigned, in our respective capacities as Chief Executive Officer (CEO) and Chief Financial

Officer (CFO) of Megasoft Limited (“the Company”), to the best of our Knowledge and belief certify that:

1. We have reviewed the financial statements and the cash flow statement for the financial year ended 31^st March, 2025 and based on our knowledge and belief, we state that:

i) These statements do not contain any materially untrue statements or omit any material fact or contain statements that might be misleading; and

ii) These statements together present a true and fair view of Companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

2. there are no transactions entered into by the company during the year which are fraudulent, illegal or violative of the Companys code of conduct;

3. we are responsible for establishing and maintaining internal controls and for evaluating the effectiveness of the same over the financial reporting of the company and have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies;

4. we have indicated, based on our most recent evaluation, wherever applicable, to Auditors and Audit Committee:

i) Significant changes, if any, in the internal control over financial reporting during the year;

ii) Significant changes, if any, in the accounting policies made during the year and that the same has been disclosed in the notes to the financial statements; and

iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having significant role in the companys internal control system over financial reporting.