Megri Soft Ltd Directors Report

>- Details of Subsidiaries

The Company incorporated a wholly owned subsidiary, "Megrisoft Limited", in London, United Kingdom, under the Registrar of Companies for England and Wales on
October 18, 2016. During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Act, we have prepared the
Consolidated financial statements of the Company, which form part of this Integrated Annual Report. Further, a statement containing the salient features of the
financial statements of our subsidiary in the prescribed format AOC-1 is appended as Annexure 1 to the Boards report. The statement also details the performance
and financial positions of the wholly owned subsidiary and their contribution to the companys overall performance.

>- Particulars of Loans, Guarantees or Investments in Securities

The particulars of investments made are given in the notes to the standalone financial statements. (Please refer to Note No. 4 to the standalone financial statements).
The company has not given any loans nor provided any securities or guarantees.

>- Particulars of Contracts & Arrangements made with Related Parties.

The Policy intends to ensure proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This
Policy specifically deals with the review and approval of Material Related Party transactions, keeping in mind the potential or actual conflicts of interest that may arise
because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Form AOC-2 pursuant to
Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is set out in the "Annexure II" to this report.

There were no materially significant related party transactions that may have a potential conflict with the interests of the Company at large. Details of all related party
transactions, i.e. transactions of the Company, with its Promoters, the Directors or the management, their subsidiaries or relatives etc., are present under Note No.30 to
the Standalone Financial Statements of the Annual Report.

>- Disclosure of Accounting Treatment in Preparation of Financial Statements.

The financial statements 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 from time to time, along with the presentation requirements of Schedule III
(Division II) of the Act. All assets and liabilities have been classified as current or non-current in line with the Companys operating cycle and the criteria specified in
Schedule III (Division II). Considering the nature of services and the time between rendering of services and their realization in cash or cash equivalents, the Company
has determined its operating cycle to be twelve months for the purpose of such classification.

>- Certificate For Non-Disqualification Of Directors

M/s K V Bindra & Associates, Practising Company Secretaries, have issued a certificate confirming that none of the Directors of the Company have been debarred or
disqualified from being appointed or continuing as Directors by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any other statutory
authority. The said certificate is annexed to this Report.

>- Material changes and commitments, if any, affecting the financial position of the Company occurred between the end of the Financial Year
to which this financial statement relates and the date of the report:

There have been no material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company and
the date of the Report.

As required under section 134(3) of the Act, the Board of Directors informs the members that during the financial year, there have been no material changes, except as
disclosed elsewhere in the report:

• In the nature of the Companys business

• In the nature of subsidiary business carried out by them and

• In the classes of business in which the Company has an interest

>- Future Outlook

In recent years, the Company has made substantial strides in expanding its portfolio of services, including SEO, web design and development, AI solutions, app
development, digital marketing, and IT services, across the United Kingdom (UK), the USA, and European countries. To bolster its market presence and capitalize on
growth opportunities, the Company has established a wholly-owned subsidiary in London, UK, strategically positioning itself further to expand its business operations
in the UK and Europe. Building on this strong foundation, the Company is set to enhance and diversify its service offerings, with a focus on digital marketing, web and
app development, and IT-enabled services (ITES). This strategic expansion aims to solidify the Companys reputation as a leading provider of comprehensive digital
solutions in these key global markets, driving sustained growth and innovation in the years to come.

>- IT Unit at I.T. City, SAS Nagar, Punjab

Last year, we had informed our stakeholders about the commissioning of our new 57,000 sq. ft. IT/ITES facility at I-46, Sector-83 Alpha, I.T. City, SAS Nagar (Mohali),
Punjab. The unit commenced commercial operations on October 1, 2023, and continues to play a pivotal role in strengthening our technology-led service offerings.

During the year under review, the Company achieved an important milestone in relation to this facility. We have complied with all the conditions of allotment and
related requirements stipulated by the Greater Mohali Area Development Authority (GMADA). After obtaining GMADAs approval for the conversion of the plot from
leasehold to freehold, the conveyance deed for the plot was duly executed on November 13, 2024, in favour of the Company.

With this, the SAS Nagar unit now stands on a freehold property owned by the Company, further consolidating our asset base and providing long-term security of
tenure. This development reinforces our commitment to strengthening infrastructure, ensuring compliance with all regulatory frameworks, and creating a sustainable
foundation for our future growth.

Currently, one floor of the facility is operational for IT/ITES activities, while the interior works for the remaining floors are progressing in phases. Once fully functional,
this state-of-the-art facility will serve as a critical hub for our operations, enabling us to enhance our business capabilities significantly. The expanded space and
advanced infrastructure will allow us to integrate and deploy new technologies, including AI-driven solutions, cloud computing, and advanced application
development. This investment positions us to meet better the growing demands of our global clients, foster innovation, and drive the next phase of our
growth—ensuring we remain at the forefront of the industry.

>- Corporate Governance

Pursuant to provisions of SEBI (LODR) Regulations, 2015, the provision of Regulation 27(2) of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015
regarding Corporate Governance Report is not applicable on our Company due to the applicability of the exemption provided under Regulation 15 (2) of SEBI(LODR)
Regulations, 2015.

As per Regulation 15(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the compliance with the Corporate Governance provisions as
specified in regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and paras C, D and E of Schedule V of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 shall not apply.

Brief Details of Companys Paid-Up Equity Share Capital and Net Worth as on the Financial Year March 31, 2025,

Accordingly, it may be noted that our companys paid-up Share Capital is below Rs. 10 Crores, and its Net Worth does not exceed Rs. 25 Crores and hence, compliance or
disclosure in relation to the Compliance Report on Corporate Governance is not applicable to the Company.

>- Management Discussion And Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated by SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, is presented in a separate section forming part of this Annual Report.

>- Risk Management

Risks are inherent to our business as our operating environment is complex, highly regulated, and dynamic. To attain our strategic growth objectives, protect the
interests of all our stakeholders, and meet legal requirements, we have an established process for identifying, analyzing, and responding appropriately to all business
risks.

We have a well-embedded Risk Management Framework to ensure we are well-placed to manage any adverse effects posed by financial, operational, strategic, or
regulatory risks. Our framework adopts appropriate risk mitigation measures for identified risks across all functions. The process ensures that new risks that might
arise, or the impact of existing risks that might have increased, are identified, and a strategy is put in place to mitigate them.

The major risks identified by the management are regulatory, competition, supply chain disruption, cyber and data security, and economic and political risks.

A review of the risk management policy is carried out annually by the Board of Directors, which oversees the companys risk management function. Our performance
in the year is a testament to the strength of our risk management system.

>- Internal Controls and Adequacy

Your Company has a robust and reliable system of internal controls commensurate with the businesss nature and the operations scale and complexity. The Company
has adopted policies and procedures covering all financial, operating and compliance functions. These controls have been designed to provide reasonable assurance
over:

1. Effectiveness and efficiency of operations

2. Safeguarding of assets from unauthorised use or losses

3. Compliance with applicable laws and regulations

4. Prevention and detection of fraud and errors

5. Accuracy and completeness of the accounting records

6. Timely preparation of reliable financial information

The current system of Internal Financial Controls (IFC) is aligned with the requirements of the Companies Act 2013 and is in line with the globally accepted risk-based
framework. The Internal Audit (IA) function of the Company functionally reports to the Chairperson of the Audit Committee, thereby maintaining its objectivity. The IA
function is supported by a dedicated internal audit team and resources from external audit firms across the locations. The annual internal audit plan is carved out from
a comprehensively defined Audit Universe that encompasses all businesses, functions, risks, compliance requirements and maturity of controls. The Audit Committee
approves the internal audit plan at the beginning of every year. Each quarter, the Audit Committee of the Board is presented with key control issues and the actions
taken on issues highlighted in the previous reports. The Audit Committee deliberates with the management, considers the systems as laid down and meets the internal
auditors and statutory auditors to ascertain their views on the internal control framework. The Company recognises that any internal control framework would have
some inherent limitations. It has taught a process of periodic audits and reviews to ensure that such systems and controls are updated at regular intervals.

>- Board of Directors

The Board of Directors ("Board") determines the purpose and values of the Company. The primary role of the Board is that of trusteeship to protect and enhance
stakeholders value through the strategic supervision of the Company and its subsidiaries. The Company is headed by a Board that exercises leadership integrity and
judgment in directing to achieve continuing prosperity and to act in the best interest of the Company. The Board plays a critical role in overseeing how the management
serves the short-term and long-term interests of shareholders and other stakeholders. This is reflected in the Companys governance practices, through which it strives
to maintain an active, informed and independent Board. The Board ensures that the Company complies with all relevant laws, regulations, governance practices,
secretarial, accounting and auditing standards. It identifies key risk areas and key performance indicators of the Companys business and constantly monitors these
factors. The Board is entrusted with the ultimate responsibility of the management, general affairs direction and performance of the Company and has been vested
with the requisite powers, authorities and duties.

>- Board Size And Composition

The Board is at the core of the Companys corporate governance practices and oversees how the management serves and protects the stakeholders long-term interests.
The Company believes that an active, well-informed and independent Board is necessary to achieve the highest standards of corporate governance. The Board of the
Company has an optimum combination of Executive Director, Non-Executive Non-Independent Directors and Independent Directors who have an in-depth knowledge
of business and expertise in their areas of specialisation.

>- Meetings of the Board

? Scheduling and selection of agenda items for Board meetings

• The meetings of the Board are convened by giving appropriate advance notice to the members of the Board. The Company Secretary circulates internal notice to
all the Board members asking for suggestions/details of any matter which requires discussion or approval of the Board so that the same can be incorporated into
the agenda of the Board meeting. The Board meeting date is fixed, considering the convenience and availability of the Board members.

• The agenda papers are circulated to the Directors in advance, along with suitable explanatory notes. At each meeting, detailed presentations and important
documents are placed at the meeting table to discuss individual agenda items. The minutes of the Committees of the Board are taken as read at the meeting of the
Board for information of the members. The follow-up actions of important agenda items of previous Board meetings are placed at the Board meeting for review
by the Board.

• The Company Secretary conducts the Board meetings and prepares all documents, including meeting minutes, in compliance with the provisions of the
Companies Act and other statutory enactments. The Company Secretary records minutes of proceedings of each Board and Committee meeting. Draft minutes are
circulated to Board/Board Committee members for their comments. The minutes are entered in the Minutes Book within 30 days from the conclusion of the
meeting.

• Pursuant to Schedule IV to the Companies Act, 2013 and Listing Regulations, one meeting of Independent Directors was held during the year i.e. on January 31,
2025, without the attendance of Executive directors and members of Management. In addition, the Company encourages regular separate meetings of its
independent directors to update them on all business-related issues and new initiatives.

• During the Financial Year 2024-25, the Board met 7 (Seven) times . The maximum time gap between any two meetings did not exceed prescribed period of one
hundred twenty days. The particulars of directors present at various Board and Committee meetings are iven in the said Report.

? No. of Meetings Attended by the Board of Directors

General Meetings

During the Financial Year 2024-25, 1 (one) Meeting was held by the Companys Shareholders. The details of the Meetings are as follows:

During the year, the Board had the following Committees -

1) Audit Committee

2) Nomination & Remuneration Committee

3) Stakeholders Relationship Committee

4) Committee of Independent Directors

During the year, the Board had the Audit Committee, the Stakeholders Relationship Committee, the Nomination & Remuneration Committee, and the Committee of
Independent Directors. Each Committee has its defined terms of reference/charter. It has been assigned a scope of responsibilities, duties and authorities, which is
reviewed by the Board, from time to time, to determine the appropriateness of the purpose for which the Committee was formed and further to keep abreast with the
changing business environment and the statutes.

The composition of the Committees is in line with the requirements prescribed under applicable laws and regulations. The proceedings of each Committee meeting are
placed before the Board at the following meeting for its information and noting. During the year under review, all mandatory recommendations made by the
Committees were duly considered and accepted by the Board.

The Board of Directors determines the constitution of various Committees, their scope of work, and the terms of service of their members.

A summary of the roles, composition, number of meetings held during the financial year, and attendance of members at these meetings is presented below.

The company has an Audit Committee, as per the requirements of Regulation 18 of the Listing Regulations and Section 177 of the Act. The terms of reference of the
Audit Committee include the matters specified under Regulation 18 and Part C of Schedule II of the Listing Regulations and Section 177 of the Act, as amended from
time to time and other matters referred by the Board.

As of 31 March 2025, the Companys Audit Committee comprises the following members of the Board of Directors.

All members of the Audit Committee are financially and secretarially literate, with the ability to read and interpret financial statements. A majority of the Committee
members have expertise in accounting or financial management. The Company Secretary of the Company serves as the Secretary to the Committee. Ms. Diksha (DIN:
07072776) had been appointed on September 30, 2024, as an Independent and Non-Executive Director of the Company.

During the period under review, seven (7) meetings were held. The attendance of members is as follows:

The Audit Committees functions and responsibilities cover a wide range of areas, including the review of the Companys financial reporting processes, internal
controls and related party transactions. The Committee also oversees matters relating to insider trading, disclosures in financial statements, the Management
Discussion and Analysis Report, and the appointment of statutory, secretarial, and internal auditors. In addition, the Committee discharges such other responsibilities
as are prescribed under Section 177 of the Companies Act, 2013, and Regulation 18 read with Part C of Schedule II of the SEBI Listing Regulations.

The Audit Committee is empowered to discharge the specific duties and responsibilities outlined in its Charter

The highlights of the terms of reference of the Audit Committee are enumerated below:

1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct,
sufficient and credible;

2. To discuss and review with the management and auditors the annual and quarterly financial statements prior to submission to the Board for approval, with
specific focus on: items required to be included in the Directors Responsibility Statement; disclosures under the Management Discussion and Analysis on
financial condition and results of operations; major accounting entries and significant audit adjustments; compliance with listing and other legal
requirements; disclosure of related party transactions; matters arising from the audit report; inter-corporate loans and investments; and the appointment
of the Chief Financial Officer.

3. Reviewing and monitoring the auditors independence and performance, and the effectiveness of the audit process;

4. To recommend appointment/re-appointment, removal, and audit fee of Statutory/ Secretarial/ Internal Auditors;

5. Review the financial statements, in particular, the investments made in unlisted companies;

6. Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

7. Review the functioning of the Whistle-Blower Mechanism.

8. To oversee compliance with regulatory requirements and policies;

9. To review and approve all related party transactions or any subsequent modification thereof;

10. Review management letters/ letters of internal control weaknesses issued by statutory/ internal auditors and evaluation of internal financial controls;

11. Consider and comment on the rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation, etc. on the company and its
shareholders.

12. Formulating policies and supervising the implementation of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, along with the
Companys Code of Conduct for Prevention of Insider Trading and the Code of Corporate Disclosure Practices

13. The Audit Committee may also review such matters as are considered appropriate by it or referred to it by the Board.

In line with its terms of reference, the Audit Committee is empowered to:

(i) investigate any matter falling within its scope and obtain such information as it may require from any employee; and

(ii) seek legal or other independent professional advice and, where necessary, invite external experts with relevant experience to participate in its deliberations.
During the year, all recommendations made by the Audit Committee were accepted by the Board.

The composition and terms of reference of the Nomination and Remuneration Committee (NRC) are in accordance with Section 178(1) of the Companies Act, 2013
and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations.

As of 31 March 2025, the Companys Nomination & Remuneration Committee (the NRC) comprises the following members of the Board of Directors.

Pursuant to provisions of Regulation 19 of the Listing Regulations, all the members of the N omination and Remuneration Committee of the company are non-executive
independent directors of the company. The Company Secretary of the company acts as the Secretary to the Committee.

During the period under review, three (3) meetings were held. The attendance of members is as follows !

As per its Charter approved by the Board, the NRC is responsible for framing criteria for determining the qualifications, positive attributes, and independence of
directors, as well as identifying, screening, and reviewing candidates for directorships and senior management positions.

1. Assisting the Board with respect to its composition to ensure that the Board is of a size and composition conducive to making appropriate decisions;

2. Reviewing the structure of Board Committees and recommending the appointment of their members and chairpersons.

3. Ensuring that effective induction and education procedures exist for new Board appointees and Senior Management;

4. Ensuring the establishment of proper procedures for assessing, reviewing, and evaluating the performance of Directors, Senior Management, Board
Committees, and the Board as a whole.

5. To formulate and recommend to the Board a remuneration policy for the Directors, Key Managerial Personnel and other employees;

6. To recommend to the Board on all remuneration in whatsoever form, payable to Senior Management;

7. Ensuring that the remuneration of Directors, Key Managerial Personnel, and Senior Management maintains an appropriate balance between fixed and
variable components, aligning short-term and long-term performance objectives with the Companys overall goals.;

8. Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors;

9. Devising a policy on diversity of the Board of Directors;

10. Identifying individuals qualified for appointment as Directors or Senior Management, in line with the prescribed criteria, and recommending their
appointment or removal to the Board.

Shareholders holding shares in physical mode may address such correspondence either to the Company Secretary of the company or Beetal Financial & Computer
Services (P) Limited (Registrar and Share Transfer Agent of the company). However, queries relating to non-receipt of annual reports and other related matters should
be addressed to the company. Members are requested to indicate their DP ID & Client ID/ Ledger folio number in their correspondence with the company and to
provide their email addresses and telephone numbers to facilitate prompt response from the company.

The Company is registered on SCORES, SEBIs web-based platform for investor grievance redressal. SCORES enables centralized handling of complaints with features
such as an integrated database, online submission of Action Taken Reports (ATRs) by the Company, and real-time access for investors to track the status of their
complaints. During the year, the Company received zero (0) shareholder/investor complaints, all of which were resolved to the satisfaction of the shareholders. No
complaint remained unattended or pending beyond the statutory timelines.

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, Schedule IV of the Act and SEBI (LODR) Regulations, 2015, the Board of Directors
has carried out an annual evaluation of its performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance
requirements as prescribed by Securities and Exchange Board of India (SEBI). The Board evaluated the performance of the Board after seeking inputs from all the
directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The board evaluates
the performance of the committees after seeking input from the committee members on the basis of criteria such as the composition of committees, the effectiveness
of committee meetings, etc. The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual directors on the basis of
criteria such as the contribution of the individual director to the Board and committee meetings, like preparedness on the issues to be discussed, meaningful and
constructive contributions and inputs in meetings, etc. The Board of Directors had expressed their satisfaction with the overall evaluation process.

The companys Independent directors shall hold at least one meeting in a financial year without the attendance of non-independent directors and members of
management. The meeting of Independent Directors of the Company for the Financial Year 2024-25 was held on January 31, 2025, to discuss:

1) Review and evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole.

2) Review of the performance of the Executive and Non-Executive Directors.

3) Assessment of the quality, quantity and timeliness of the flow of information between the Management and the Board.

The Independent Directors are provided with necessary documents, reports and internal policies to enable them to familiarise themselves with the Companys
procedures and practices. Further, periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company,
global business environment, business strategy and risks involved. Quarterly updates on relevant statutory changes are provided to the Directors in the Board
meetings. Upon appointment, the Independent Directors are issued a letter of appointment describing the terms of employment, including their roles, functions,
responsibilities and fiduciary duties as a Director of the Company.

The Company has received a necessary declaration from each independent director that he/she meets the criteria of independence laid down in Section 149(6), Code
for independent directors of the Act, and Regulation 16(1)(b) of the Listing Regulations. Further, in the opinion of the Board, the Independent Directors of the Company
possess the requisite qualifications, expertise and experience (including the proficiency). They are persons of high integrity and repute.

The Company has received the disclosure in Form DIR-8 from its Directors being appointed or reappointed and has noted that none of the Directors are disqualified
under Section 164(2) of the Companies Act, 2013, read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

During the year under review, the Company received a favourable order from the Honble Commissioner of Income Tax (Appeals) for the Assessment Year 2020-21.
The order disallows the addition of contingent tax liabilities as income. Consequently, the Companys contingent tax liability has been reduced by Rs. 55.39 lakhs.
Expect this no significant and material orders have been passed by the regulators, courts or tribunals impacting the ongoing concern status and the Companys
operations in the future.

The Company has complied with the requirements of regulatory authorities. During FY25, there was no instance of non-compliance by the Company and hence no
penalty or strictures were imposed on the Company by the Stock Exchanges, SEBI or any other statutory authority, on any matter related to capital markets.

Pursuant to Section 177(9-10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has established a robust Whistle Blower Mechanism and policy to provide a structured process for reporting concerns related to unethical conduct,
suspected fraud, or violations of the Companys Code of Conduct or Ethics Policy ("Protected Disclosure"). The objective of this policy is to create a safe and
transparent channel for individuals to raise such concerns, ensure that they are addressed promptly and appropriately, and safeguard whistle-blowers from
victimisation, harassment, or disciplinary action.

The Company has an effective risk management procedure governed at the highest level by the Board of Directors, covering the process of identifying, assessing,
mitigating, reporting and reviewing critical risks impacting the achievement of the Companys objectives or threatening its existence.

Your Company has established adequate internal financial controls concerning the financial statements. Such controls were tested during the year, and no reportable
material weaknesses in the design or operation were observed. The Company has also put in place adequate systems of Internal Control to ensure compliance with
policies and procedures commensurate with the size, scale and complexity of its operations.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the
safeguarding of its assets, the prevention and detection of its fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, and the
timely preparation of reliable financial disclosures.

>- Directors and Key Managerial Personnel (KMPs)

At Megrisoft, it is our belief that a strong Board is imperative to create a culture of leadership to provide a long-term vision and policy approach to improve the quality
of governance.

The composition of the Board of Directors is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an optimum
combination of Executive Directors, Non-Executive Non-Independent Directors and Independent Directors. Details of the composition of the Board of Directors,
appointments / re-appointments during the financial year under review, re-appointments after the close of the financial year, director(s) retiring by rotation and
details of a declaration by Independent Directors, which forms part of this Annual Report

• Ms. Diksha (DIN: 07072776) had been appointed on September 30, 2024, as an Independent and Non-Executive Director of the Company.

• The members in their 33rd Annual General Meeting th (AGM) held on 30 September 2024, approved the appointment of Ms. Aprajita Kohli (DIN:
02489600), who retired by rotation at said annual general meeting and being eligible, offered himself for re-appointment and re-appointment of Mr
Rajnesh Sharma (DIN:02528435) Whole Time Director (designated as "Chief Financial Officer") of the Company for a period of five years with effect
from October 1, 2024, to September 30, 2029.

• The Board of Directors of the Company, on the basis of the recommendation of the Nomination and Remuneration Committee of the Company, had appointed
Ms. Khushboo Goyal as the Company Secretary & Compliance Officer w.e.f. August 12, 2024, and resigned due to personal reasons on November 30, 2024.

• Board of Directors of the Company, on the basis of the recommendation of the Nomination and Remuneration Committee of the Company, had appointed Ms.
Saloni Garg as the Company Secretary & Compliance Officer w.e.f January 31, 2025.

During the year under review, there was no change in the designation of any director of the Company.

• Ms. Manju Bala has resigned as Company Secretary and Compliance Officer w.e.f. 08th July 2024

• Ms. Khushboo Goyal has resigned as Company Secretary and Compliance Officer w.e.f. 30th November 2024

• The members in their 33rd Annual General Meeting (AGM) held on 30 September 2024, approved the appointment of Ms. Aprajita Kohli (DIN:
02489600), who retired by rotation at said annual general meeting and, being eligible, offered herself for re-appointment

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) of the Act, read with the Rules framed
thereunder:

*Ms. Manju Bala has been appointed Company Secretary and Compliance Officer of the Company w.e.f. July 04, 2023, who has resigned from the said designation
w.e.f. 08th July 2024. Further, Ms. Khushboo Goyal has been appointed Company Secretary and Compliance Officer of the Company w.e.f. August 12, 2024, who has
resigned from the said designation w.e.f. 30th November 2024.

Listing Regulations laying down the key functions of the Board mandate that the Board shall monitor and review the Board Evaluation Process and stipulate that
the Companys Nomination and Remuneration Committee shall lay down the evaluation criteria for the performance evaluation of Independent Directors. Section
134 of the Companies Act 2013 states that the Board needs a formal evaluation of its own performance and that of its committees and individual directors.
Further, Schedule IV to the Companies Act 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors,
excluding the director being evaluated. In accordance with the aforesaid provisions, the Board has carried out the annual performance evaluation of its
performance, the Directors individually, as well as the evaluation of the working of its Committees.

Pursuant to Schedule IV of the Companies Act, 2013 and Listing Regulations, one meeting of Independent Directors was held during the year, i.e. on January 31,
2025, without the attendance of Executive directors and members of Management to evaluate the performance of Non-Independent Directors, Chairperson of
the Company and the Board as a whole. In addition, the Company encourages regular separate meetings of its independent directors to update them on all
business-related issues and new initiatives.

>- Auditors & Auditors Report

M/s. Narinder Kumar and Company, Chartered Accountants (Firm Registration No. 030737N) were appointed as Statutory Auditors of the Company in the
33rd Annual General Meeting to hold office for a term of five consecutive years from the conclusion of the 33rd Annual General Meeting (AGM) till the
conclusion of the 38th Annual General Meeting (AGM) of the Company.

The Statutory Auditors of the Company have submitted the Auditors Report on the Financial Statements of the Company for the Financial Year ended March
31, 2025.

The Notes on financial statement referred to in the Statutory Auditors Report, enclosed with the financial statements, are self-explanatory and do not call for
any further comments. The Statutory Auditors report does not contain any qualifications, reservations, adverse remarks, or disclaimers, which would be
required to be dealt with in the Boards Report.

Pursuant to provisions of Section 204 and other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and basis the recommendation of the Board
of Directors of the Company, K V Bindra & Associates., Practicing Company Secretaries, (COP 12962) (Membership No.: FCS 10074), be and are hereby
appointed as Secretarial Auditor of the Company, for a term of four (4) consecutive financial years, commencing from the financial year 2025-26 to the
financial year 2028-29, at such remuneration plus applicable taxes and on such terms and conditions as may be determined by the Governing Board
(including its Committees thereof) and the Secretarial Auditor and to avail any other services, certificates, or reports as may be permissible under applicable
laws

Further pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors of the Company has been appointed M/s K V Bindra & Associates, Company Secretaries in Practice (COP

12962) to undertake the Secretarial Audit of the Company for the financial year 2024-2025. M/s K V Bindra & Associates, Practicing Company Secretaries,
have carried out the Secretarial Audit for the financial year ended March 31, 2025. The Secretarial Audit Report in Form No. MR-3 for the financial year ended
31st March, 2025, under the Act, read with rules made thereunder, is annexed herewith as Annexure IV and forms an integral part of this report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in his Report for the year under review and
therefore, it does not call for any further comments.

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the Company has appointed M/s Vikas Wasson & Associates,
Chartered Accountants (Firm Reg. No. 026171N) to conduct the internal audit of the Company for the financial year 2024-2025.

M/s Vikas Wasson & Associates, Chartered Accountants, performs the duties of internal auditors of the Company for the financial year 2024-2025 and their
report is reviewed by the audit committee.

The company has further appointed of M/s. Vikas Wasson & Associates Chartered Accountant (FRN: 026171N) as Internal Auditor of the Company for a
period of five consecutive financial years from FY 2025-26 to FY 2029-30.

The company has established robust systems to ensure adherence to all applicable Secretarial Standards issued by the Institute of Company Secretaries of
India (ICSI) and approved by the Central Government. These systems are designed to facilitate compliance with the provisions of the Act, specifically Section
118(10), which mandates the observance of Secretarial Standards concerning General and Board Meetings.

To maintain effective implementation, the company regularly reviews and updates its internal processes to align with the evolving standards and best
practices.This proactive approach ensures that the systems remain adequate and operate effectively, thereby upholding the highest standards of corporate
governance.

During the year under review, none of the auditors, viz. Statutory Auditors and Secretarial Auditors have reported to the Audit Committee, under Section
143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the
Boards Report.

The provisions of maintenance of Cost Records as specified by the Central Government under subsection (1) of Section 148 of the Act are not applicable to the
Company.

• The Auditors Report for the financial year ended March 31, 2025, does not contain any qualification, reservation or adverse remark. The Auditors Report is
enclosed with the financial statements in this Annual Report.

• The Secretarial Auditors Report for the financial year ended March 31, 2025, does not contain any qualification, reservation or adverse remark. The
Secretarial Auditors Report is enclosed as Annexure IV to the Boards report in this Annual report.

During the year under review, neither the statutory auditor nor the secretarial auditor has reported to the Audit Committee any instances of
fraud committed against the Company by its officers or employees under Section 143 (12) of the Act, the details of which would need to be
reported in the Boards Report.

The Company complies with all the mandatory secretarial standards issued by the Institute of Company Secretaries of India as applicable.

The Companys equity shares are listed on BSE Limited (BSE) and Metropolitan Stock Exchange of India Limited (MSEI).

>- Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings & Outgo

The particulars, as required under the provisions of Section 134(3) (m) of the Companies Act, 2013, concerning the conservation of energy and technology
absorption, have not been furnished, considering the nature of activities undertaken by the company during the year under review. The Company is a Service
Sector Company and does not own any manufacturing facility; hence, the clause is not applicable. Your Company continues to use state-of-the-art technology to
improve the productivity and quality of its products and services. To create adequate infrastructure, your Company continues to invest in the latest hardware and
software.

The particulars regarding foreign exchange earnings during the year 201.26 Lakhs only (Previous Year 187.45 Lakhs) and expenditure in foreign currency is 6.00
Lakhs only (Previous year 5.89 Lakhs)

>- Corporate Social Responsibility (CSR) Policy

The provisions regarding the formation/constitution of the CSR Committee prescribed under Section 135 of the Companies Act, 2013, are presently not applicable to
the Companys Human Resources Management.

>- Human Resource Management

Human resources management at Megri Soft Ltd. goes beyond the set boundaries of compensation, performance reviews and development. Your Company considers
people its biggest assets, and Believing in People is at the heart of its human resource strategy. Your Company has put concerted efforts in talent management and
succession planning, practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring,
strong and credible leadership.

During the year, the focus of your Company was to ensure that young talent is nurtured and mentored consistently, that rewards and recognition are commensurate
with performance and that employees have the opportunity to develop and grow. Your Company has established an organisational structure that is agile and focused
on delivering business results.

Regular communication and sustained efforts ensure employees are aligned on common objectives and have the right information on business evolution. Your
Company strongly believes in fostering a culture of trust and mutual respect in all its employees. It seeks to ensure that everyone understands the companys values
and principles and is the reference point in all peoples matters.

>- The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment for women at the workplace and has adopted a policy against sexual harassment in line with the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and rules framed thereunder. The Company has complied with provisions
relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. During the financial year 2024-2025, the Company has not received any complaint on sexual harassment and hence no complaint remains pending as of March
31, 2025.

>- Managerial Remuneration And Other Disclosures

Disclosure pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(a) Ratio of the remuneration of each Director to the median remuneration of the employees (MRE) and other details pursuant to Section 197 (12) of the Act
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and forms part of this report as
Annexure V.

(b) The disclosure required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is not applicable, as there were no employees of the Company drawing remuneration beyond the limits prescribed under
the said Rules during the year under review.

(c) In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered and Corporate office of the company during the working hours.
Any member interested in obtaining a copy of the same may write to the company and obtain the copy within the statutory prescribed timeline.

(d) No Director of the company, including its Managing Director or Whole-Time Director, is in receipt of any commission from the company or its subsidiary
company.

>- Directors Responsibility Statement

As required under Section 134(3)(c) of the Act, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained
by them, confirm that:

A. In the preparation of annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material
departures, wherever applicable, within the statutory prescribed timeline.;

B. The Directors have 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 as at March 31, 2025, and of the profit of the Company for that year;

C. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

D. The Directors have prepared the Annual Accounts on a going concern basis.

E. The Directors have laid down internal financial controls to be followed by the Company, and that such financial controls are adequate and are operating
effectively;

F. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and
operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal,
statutory and secretarial auditors, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by
management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were
adequate and effective during FY 2024-2025.

>- General Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions on these items during the year under
review:

1) Details relating to deposits covered under Chapter V of the Act.

2) Issue of equity shares with differential rights as to dividend, voting or otherwise.

3) No material changes and commitments affecting the Companys financial position occurred between the end of the Financial Year to which these financial
statements relate and the date of this report.

4) No change in the nature of the Business of the Company.

Your Directors further state that no cases were filed during the year under review pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

>- Code of Conduct

The Board of Directors has approved a Code of Conduct that applies to the Members of the Board and all Senior Manager Personnel in the course of day-to-day
business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/behaviours of any form, and the
Board has laid down the directives to counter such acts. The Code has been posted on the Companys websit.e The Code lays down the standard procedure of business
conduct which is expected to be followed by the directors and all Senior Manager Personnel in their business dealings and, in particular, on matters relating to
integrity in the workplace, in business practices and in dealing with stakeholders.

>- Other disclosures

1. Disclosures pertaining to compliance with Secretarial Standards: During the year under review, the Company has complied with the applicable Secretarial
Standards

2. Details of deposits in terms of Rule 8(5) of the Companies (Accounts) Rules, 2014: During the year under review, the Company has not accepted any
deposits falling within the purview of Section 73 of the Companies Act, 2013.

3. Details of equity shares with differential voting rights in terms of Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014: During the year
under review, the Company has not issued any equity shares with differential voting rights as to dividend, voting or otherwise

4. Details of sweat equity shares in terms of Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014: During the year under review, the
Company has not issued any sweat equity shares.

5. The Company has not reduced or bought back its share capital, has not changed the share capital structure from any restructuring.

6. The companys securities were not suspended for trading during the year

7. Details of shares held in trust for the benefit of employees where the voting rights are not exercised directly by the employees in terms of Section 67 of the
Companies Act, 2013: Not applicable.

8. The disclosure pertaining to explanation for any variations or deviation in connection with certain terms of a public issue, right issue, preferential issue etc
is not applicable to the company.

9. The company has adopted a policy with regard to the determination of Material Subsidiaries in accordance with the Regulation 16 of the Listing
Regulations. The requirements with respect to the subsidiary companies in terms of Regulation 24 of the Listing Regulations have been complied with.

10. Details pertaining to application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016): During the year under
review, there are no proceedings admitted or pending against the Company under the Insolvency and Bankruptcy Code, 2016 before National Company Law
Tribunal or other courts.

11. None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act 2013.

12. Detailed reasons for revision of financial statements and report of the Board in terms of Section 131(1) of the Companies Act, 2013: The Company has not
revised its financial statements or the Directors Report during the year under review in terms of Section 131 of the Companies Act, 2013

13. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while
taking a loan from the Banks or Financial Institutions, along with the reasons thereof, is not applicable.

>- Appreciation

We extend our deepest gratitude to our clients, vendors, investors, bankers, and employee volunteers for their unwavering support throughout the year. We proudly
acknowledge and appreciate the invaluable contributions made by our employees at every level. It is their relentless dedication, unity, and collaboration that have
been the driving forces behind our consistent growth and success. We also express our sincere thanks to the governments of the countries where we operate, whose
support has been instrumental in our progress. Our continued achievements are a testament to the strength and commitment of all those who stand with us, and we
remain profoundly grateful for their trust and partnership.

We extend our sincere gratitude to the governments of the various countries where we operate, whose support has been vital to our success. In particular, we thank
the Government of India, with special acknowledgment to the Ministry of Communication and Information Technology, the Customs and Excise Departments, the
Income Tax Department, the Ministry of Commerce and Industry, the Ministry of Corporate Affairs, the Ministry of Finance, the Reserve Bank of India, as well as the
state governments, the Greater Mohali Area Development Authority (GMADA), the Software Technology Parks (STPs) in Mohali, Special Economic Zones (SEZs), and
other government agencies. Their unwavering support has been instrumental in our achievements, and we look forward to their continued collaboration as we move
forward.

For and on behalf of the Board