Megri Soft Ltd Management Discussions

Management Discussion and Analysis Report, as stipulated under Regulation 34 (2) ( e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015, forms part of this Annual Report.

>- Overview

Megri Soft Limited ("the Company") is a listed multinational IT/ITES services and consulting company, recognized for delivering a wide range of digital solutions and
web-based products that address the rapidly evolving needs of the global digital economy. Headquartered in Chandigarh and also IT Industry in Mohali, the Company
has established itself as a trusted partner for businesses seeking innovation, scalability, and measurable results in the digital space.

Our service portfolio spans across web design and development, e-commerce solutions, SaaS platforms, mobile app development for iOS and Android, web hosting,
domain registration, and advanced web programming. With a strong focus on digital transformation, we also specialize in artificial intelligence (AI) models and
applications, accounting outsourcing, and the development of proprietary web tools and software solutions tailored to diverse industry requirements.

In the field of digital marketing, Megri Soft Limited continues to build on its expertise in search engine optimization (SEO), pay-per-click (PPC) advertising, social
media management, link building, and comprehensive online reputation management. These services have enabled our clients to expand their digital footprint, attract
targeted audiences, and enhance business outcomes.

During the year under review, the Company has actively expanded its IT/ITES service offerings, supported by the rising demand for digital adoption across industries
in India and globally. The proliferation of smartphones, tablets, and high-speed connectivity, along with growing reliance on technology-enabled business solutions,
has provided significant growth opportunities for our services.

In addition to client services, the Company continues to invest in and operate a portfolio of Indian and international web portals and vortals on varied subjects,
strengthening its presence as a digital content and service provider.

Megri Soft Limiteds success is rooted in its ability to anticipate customer requirements, innovate continuously, and deliver value-driven solutions that combine
technology with creativity. As we move forward, the Company remains committed to enhancing its service portfolio, adopting emerging technologies, and
consolidating its leadership in the IT/ITES and digital services sector

>- Industry Structure and Development

The global IT and IT-enabled Services (IT/ITES) industry continues to be a cornerstone of digital transformation, driving innovation across economies and businesses.
The sector is characterized by rapid technological advancements, growing enterprise adoption of cloud, mobile, and AI solutions, and increasing reliance on digital
platforms for both operational efficiency and customer engagement.

India remains one of the worlds leading destinations for IT/ITES services, backed by a strong talent pool, competitive costs, and a proven track record in delivering
quality technology solutions. The Government of Indias continued focus on the Digital India initiative, expansion of broadband infrastructure, data protection
frameworks, and policies promoting innovation and startups are further propelling the growth of the industry. Rising internet penetration, the increasing use of
smartphones, and the adoption of 5G technology are creating new opportunities for businesses to connect with customers more effectively and scale operations
seamlessly.

The digital services segment—covering web development, e-commerce platforms, SaaS projects, digital marketing, and AI-powered solutions—has emerged as one of
the fastest-growing verticals. Enterprises, both in India and globally, are increasingly investing in robust online presence, data-driven marketing strategies, and
intelligent automation to remain competitive. This has significantly expanded demand for services such as SEO, social media management, e-commerce enablement,
and cloud-based solutions, areas where companies like Megri Soft Limited play a pivotal role.

At the same time, the industry is experiencing structural shifts with heightened focus on cybersecurity, compliance with global data privacy regulations (such as
GDPR), and sustainable business practices. Outsourcing models are also evolving, with clients seeking not just cost advantages but also strategic partnerships that
bring innovation, scalability, and measurable business outcomes.

Overall, the IT/ITES industry is well positioned for sustained growth, supported by strong domestic demand, global outsourcing opportunities, government initiatives,
and the continued digitalization of businesses. For companies like Megri Soft Limited, this dynamic environment provides both opportunities and challenges, requiring
continuous innovation, agility, and a deep understanding of client needs across diverse geographies.

>- Opportunities and Threats

Opportunities

Megri Soft Limited is well positioned to capitalize on the expanding global IT/ITES and digital services market. With its strong technological expertise and service
portfolio spanning web development, digital marketing, SaaS, e-commerce, and AI solutions, the Company is prepared to address both domestic and international
demand for next-generation digital transformation.

1. Expanding IT Export Market

Indias position as a global IT outsourcing hub provides significant opportunities. Megri Soft Limited, with its track record of delivering quality solutions, is
well placed to expand its footprint in international markets.

2. Skilled and Committed Workforce

The Companys pool of highly qualified, English-speaking professionals remains a cornerstone of growth. Their technical competence, adaptability, and
commitment to work ethics ensure high standards of delivery, innovation, and client satisfaction.

3. 24x7 Service Advantage

Leveraging its strategic location and time zone advantage, the Company offers round-the-clock services, enabling faster turnaround times and providing

added value to global clients. This delivery model strengthens client trust and long-term partnerships.

4. Digital Marketing and Online Visibility

With businesses increasingly focusing on online branding and performance-driven marketing, demand for SEO, PPC, and social media services continues to
grow. Megri Soft Limiteds expertise in digital marketing positions it strongly in this high-growth area.

5. E-commerce and Mobile Application Growth

The surge in online shopping, mobile-first customer engagement, and digital payments creates opportunities for customized e-commerce solutions and
mobile app development.

6. Artificial Intelligence and SaaS Adoption

The increasing reliance on AI-driven tools, automation, and SaaS platforms provides new avenues for service expansion. Megri Soft Limiteds early adoption
of AI and SaaS offerings allows it to serve clients seeking intelligent and scalable solutions.

7. Government and Industry Support

Initiatives such as Digital India, 5G rollout, and policies promoting startups and innovation provide a favorable environment for growth. These reforms
further enhance opportunities for IT/ITES providers like Megri Soft Limited.

By combining its technological expertise, strong workforce, global delivery capability, and ability to adapt to emerging technologies, the Company is well placed to
sustain growth and deliver long-term value to its stakeholders.

Threats

While the IT/ITES and digital services industry offers vast potential, it also presents certain risks and challenges that may impact growth and operations of Megri Soft
Limited. The key threats are as follows:

1. Intense Competition

The IT/ITES sector is highly competitive, with both domestic and international players offering similar services. Price pressures and the constant need to
differentiate through innovation could affect profitability and market share.

2. Rapid Technological Changes

The industry is evolving at an unprecedented pace with emerging technologies such as AI, blockchain, and cloud automation. Inability to keep pace with
these developments or invest in continuous innovation may pose a risk to sustaining leadership.

3. Cybersecurity and Data Privacy Risks

Increasing reliance on digital platforms brings heightened risks of cyberattacks, data breaches, and compliance requirements with global regulations (such
as GDPR and data protection laws in multiple jurisdictions). Failure to safeguard client data could impact reputation and client trust.

4. Talent Retention and Rising Costs

The Companys growth depends significantly on its skilled workforce. Rising demand for qualified IT professionals has led to increased attrition and higher
employee costs, which may impact margins and resource continuity.

5. Regulatory and Policy Changes

Changes in domestic and international tax laws, export regulations, visa restrictions, or compliance frameworks can affect business operations, particularly
in the IT export segment.

6. Global Economic Uncertainty

Slowdowns in key international markets, currency fluctuations, inflationary pressures, and geopolitical risks may reduce client spending on IT projects and
outsourcing, impacting revenues.

7. Client Concentration and Dependency

Over-reliance on a limited number of large clients or geographies could expose the Company to revenue volatility if there are project delays, budget cuts, or
changes in client priorities.

Mitigation Measures

Megri Soft Limited actively monitors industry developments, regulatory changes, and emerging technologies to remain agile and adaptive. The Company invests in
continuous upskilling of its workforce, adoption of new technologies such as AI and SaaS, and enhancement of cybersecurity frameworks to address evolving risks. By
diversifying its client base across geographies and industry sectors, the Company reduces dependency on a limited set of markets. Further, robust governance
practices, compliance systems, and a strong focus on innovation help mitigate risks arising from competition, regulatory changes, and global uncertainties.

>- Outlook

Megri Soft Limited is poised for sustained growth, supported by its strategic focus on expanding international operations and strengthening its digital services
portfolio. The Company has already established a presence in key markets and is now accelerating efforts to deepen engagement across Europe, the United Kingdom
(UK), the United States (USA), Canada, Australia, and New Zealand.

To support its long-term expansion, the Company has incorporated a wholly-owned subsidiary in London, UK, which will serve as the hub for European operations.
This subsidiary will enable Megri Soft Limited to deliver localized and AI-driven digital solutions—including SEO, IT consulting, and performance marketing—tailored
to the needs of European businesses. By establishing an on-ground presence, the Company aims to improve client engagement, enhance responsiveness, and
strengthen long-term partnerships in this high-potential region.

In the UK, where the Company has already built a strong base in SEO and IT services, efforts are underway to broaden service offerings and consolidate its position in a
mature digital economy that demands continuous innovation. Similarly, in North America, the USA and Canada remain priority markets due to their advanced
technological adoption, vast talent pool, and high demand for digital transformation. Megri Soft Limited intends to leverage its expertise in digital marketing, SaaS, and
IT-enabled services to address the evolving requirements of clients in these regions.

Beyond Europe and North America, the Company is also targeting growth in Australia and New Zealand. These markets, characterized by increasing digital adoption
and a vibrant business ecosystem, present opportunities for delivering customized e-commerce, SaaS, and digital marketing solutions.

Looking ahead, Megri Soft Limited will continue to focus on innovation, scalability, and client-centric service delivery. By diversifying geographically and expanding its
technology-driven offerings, the Company remains committed to building a resilient global presence, strengthening shareholder value, and positioning itself as a
leading provider of IT/ITES and digital solutions.

>- Risks and Concerns

Megri Soft Limited operates in a fast-changing IT/ITES environment that is subject to both external and internal risks. Key concerns include dependence on global
markets, talent retention challenges, and exposure to regulatory and compliance requirements across multiple jurisdictions. Currency fluctuations, cybersecurity
threats, and shifts in client budgets may also affect business performance.

The Company monitors these risks on an ongoing basis and has adopted measures such as diversifying its client base, investing in employee development,
strengthening data security, and ensuring regulatory compliance. While risks cannot be fully eliminated, management believes they are being effectively managed to
safeguard business continuity and stakeholder interests.

>- Discussion on Financial Performance

The financial statements of the Company have been prepared in compliance with the requirements of the Companies Act, 2013, the rules and guidelines issued by the
Securities and Exchange Board of India (SEBI), and the Indian Accounting Standards (Ind-AS). The Management of the Company accepts responsibility for the integrity,
accuracy, and objectivity of these statements, as well as for the various estimates and judgments applied in their preparation. All estimates and assumptions have been
made on a prudent and reasonable basis, ensuring that the financial statements present a true and fair view of the Companys affairs, profitability, and cash flows for
the year

The Companys financial performance during the year reaffirms its strong operational base and its ability to support long-term growth ambitions. Through disciplined
financial management and efficient operations, the Company has consistently generated sufficient internal resources to fund its growth strategies without reliance on
external borrowings, reflecting its sound financial health and resilience.

Megri Soft Limited continues to build on its market strengths as a trusted provider of IT/ITES services, SEO, digital marketing, AI solutions, SaaS platforms, and web
development. The strategic focus on expanding service offerings, enhancing digital capabilities, and driving operational efficiencies has enabled the Company to
maintain steady performance in a competitive environment.

Looking ahead, the Company remains committed to strengthening its financial and operational position by investing in innovation, diversifying its market reach, and
leveraging its skilled workforce. This forward-looking approach, combined with prudent financial practices, positions Megri Soft Limited to deliver sustained growth
and long-term value creation for its shareholders and stakeholders.

>- Internal Control Systems and Their Adequacy

Megri Soft Limited has established a robust internal control framework designed to safeguard its assets, ensure accuracy and reliability of financial reporting, and
promote operational efficiency across all business functions. The internal control systems are aligned with the Companys size, complexity, and nature of operations,
and are regularly reviewed to ensure their continued adequacy and effectiveness.

The system of internal controls encompasses well-documented policies, clearly defined authority levels, and standard operating procedures that guide
decision-making and accountability. Periodic reviews and audits are conducted to identify potential risks, strengthen processes, and ensure compliance with
applicable laws and regulations, including those prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

The Audit Committee of the Board, in consultation with the statutory and internal auditors, provides oversight of the internal control framework. Independent internal
audits are carried out at regular intervals to assess the design and operational effectiveness of controls. The findings and recommendations from these audits are
reported to management, and corrective actions are promptly implemented.

The Board believes that the Companys internal control systems are adequate and commensurate with its operations, ensuring the reliability of financial information,
safeguarding of assets, compliance with regulations, and effective risk management.

>- Material Development in Human Resources and Environment

Human Resources remain at the core of Megri Soft Limiteds growth strategy. The Company recognizes that its success is driven by the talent, skills, and dedication of
its workforce. Accordingly, it continues to invest in creating a work environment that fosters innovation, learning, and professional growth.

During the year under review, the Company undertook several initiatives to strengthen its human capital, including structured training programs in emerging
technologies such as artificial intelligence, digital marketing, SaaS, and cloud solutions. Regular workshops and skill enhancement sessions were conducted to build
employee capabilities and align them with evolving client needs. Performance management systems and transparent evaluation processes were further reinforced to
encourage meritocracy and accountability.

Employee engagement and well-being have remained a priority, with initiatives aimed at promoting work-life balance, inclusivity, and collaboration. The Companys
open communication culture and leadership accessibility continue to support an environment of trust and motivation.

On the environmental front, Megri Soft Limited is conscious of its responsibility to operate sustainably. The Company has adopted measures to minimize resource
consumption, reduce carbon footprint, and encourage digital-first practices to reduce paper use. Awareness initiatives have also been carried out to promote
responsible behavior among employees towards energy conservation and waste reduction.

The Board acknowledges the significant role of its people and its responsibility towards the environment, and remains committed to strengthening both in alignment
with the Companys long-term vision and stakeholder expectations.

Cautionary / Forward-Looking Statement

This Management Discussion and Analysis contains certain forward-looking statements, including those relating to the Companys business strategies, growth
prospects, future performance, and industry outlook. Such statements are based on current expectations, estimates, and projections of the management, and are
subject to known and unknown risks, uncertainties, and assumptions. Actual results, performance, or achievements may differ materially from those expressed or
implied in these statements.

Key factors that may influence outcomes include, among others, changes in economic conditions, fluctuations in demand for IT/ITES and digital services, technological
disruptions, competitive pressures, regulatory and policy developments, cybersecurity risks, talent availability, currency exchange volatility, and other external factors
beyond the Companys control.

The Company undertakes no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events, or
otherwise. Stakeholders are advised to exercise due caution in interpreting these statements, as they are not guarantees of future performance. These forward-looking
statements should be read in conjunction with the Companys audited financial results and notes thereto.