Megri Soft Ltd Directors Report

Dear Members,

The Board of Directors of your Company take pleasure in presenting the 35 th Annual Report on the business and operations of the Company together with the audited Standalone and consolidated Financial Statements and the Auditors Report thereon for the financial year ended March 31, 2026.

The results of operations for the year under review are given below:

>- Results of operations

(Amount in Lakhs)

Particulars	Standalone		Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
1. Revenue	236.82	299.80	291.78	355.64
2. Other Income	4.04	5.55	4.04	5.55
3. Total Income	240.86	305.35	295.82	361.19
Expenditure:
a) Employee Benefits Expense	59.71	111.95	70.58	138.13
b) Depreciation and Amortisation Expense	11.11	10.37	12.48	11.40
c) Finance Costs	0.00	0.00	0.00	0.00
d) Other Expenses	88.29	118.39	129.03	137.92
4. Total Expenditure	159.11	240.71	212.09	287.45
5. Earnings Before Interest and Tax (EBIT)	81.75	64.64	83.73	73.74
6. Exceptional Items	0	0	0	0
7. Net Profit before tax	81.75	64.64	83.73	73.74
8. Tax Expenses	21.23	16.67	21.56	18.23
9. Profit After Tax	60.52	47.97	62.17	55.51
10. Profit is attributable to:	-	-	-	-
- Owners of the Company	-	-	61.55	55.51
- Non-controlling interests	-	-	0.62	-
11. Other Comprehensive Income (Net of Tax)	(0.97)	0.20	(0.97)	0.20
12. Total Comprehensive Income attributable to:	-	-	-	-
- Owners of the Company	59.55	48.17	60.58	55.71
- Non-controlling interests	-	-	0.62	-
13. Total Comprehensive Income	59.55	48.17	61.20	55.71

>- Financial Review

Standalone Financial Statements

The annual audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026 have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, and other accounting principles generally accepted in India. During the financial year under review, the Company recorded revenue from operations of t236.82 lakh, as compared to t299.80 lakh in the previous financial year. The Profit Before Tax (PBT) from ordinary activities (before exceptional items) stood at t81.75 lakh for the financial year 2025-26 as against t64.64 lakh in the financial year 2024-25, reflecting an improvement in the Companys profitability despite a decline in revenue.

Consolidated Financial Statements

The annual audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026 have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, and other accounting principles generally accepted in India. The Consolidated Financial Statements comprise the financial statements of Megri Soft Limited and its subsidiary, Megrisoft Limited, incorporated in the United Kingdom, prepared on the basis of their audited financial statements approved by their respective Boards of Directors.

On a consolidated basis, the Group recorded revenue from operations of t291.78 lakh during the financial year under review, as compared to t355.64 lakh in the previous financial year. The Profit Before Tax (PBT) stood at t83.73 lakh for FY 2025-26, as against t73.74 lakh in FY 2024-25. The consolidated Profit After Tax (PAT) stood at t62.17 lakh for FY 2025-26, as compared to t55.51 lakh in the previous financial year, reflecting an improvement in the Groups overall profitability despite a decline in revenue.

>- Dividend

To strengthen the financial position of the Company and retain profits for future growth and expansion, the Board of Directors does not recommend any dividend for the financial year under review.

>- Transfer to Reserves

During the year under review, the balance in Other Equity stood at ^1,940.27 lakh. The Board of Directors has decided not to transfer any amount to the General Reserve for the financial year under review.

>- Share Capital

There was no change in the authorised, issued, subscribed and paid-up share capital of the Company during the year under review.

As at March 31, 2026, the authorised share capital of the Company was ^3,30,00,000, divided into 33,00,000 equity shares of ^10 each. The issued, subscribed and paid-up share capital of the Company was ^3,14,07,000, divided into 31,40,700 equity shares of ^10 each, fully paid-up.

>- Listing of Shares

The equity shares of the Company are listed on BSE Limited ("BSE”) and Metropolitan Stock Exchange of India Limited ("MSEI”). The annual listing fees payable to both stock exchanges for FY 2026-27 have been paid.

BSE Limited,	Metropolitan Stock Exchange of India Ltd.
Phiroze Jeejeebhoy Towers,	205(A), 2nd floor, Piramal Agastya Corporate Park,
Dalal Street, Fort,	Kamani Junction, LBS Road,
Mumbai-400 001	Kurla (West), Mumbai - 400070
Email ID: corp.compliance@bseindia.com	Email ID: listingcompliance@msei.in
Scrip Code: 539012	Symbol: MEGRISOFT

ISIN Code Of The Company

The International Securities Identification Number ("ISIN”) allotted to the equity shares of the Company with both depositories, namely, National Securities Depository Limited ("NSDL”) and Central Depository Services (India) Limited ("CDSL”), is INE756R01013 .

>- Fixed Deposits

During the year under review, the Company did not invite or accept any deposits from the public or its members pursuant to Sections 73 and 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

>- Operations Review

The Company operates primarily in a single business segment, namely, IT/ITES services. Accordingly, the Company has only one reportable operating segment in accordance with Ind AS 108, "Operating Segments.”

>- Annual Return

The Annual Return of the Company as at March 31, 2026, in Form MGT-7, pursuant to Section 92(3) of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, is available on the Companys website at www.megrisoft.com/investors

>- Details of Subsidiaries

Megrisoft Limited was incorporated in England and Wales on October 18, 2016, with its registered office in London, United Kingdom. During the financial year under review, Megrisoft Limited ceased to be a wholly owned subsidiary following the allotment of additional equity shares by the subsidiary. As at March 31, 2026, the Company holds 62.50% of the equity share capital of Megrisoft Limited, which continues to be a subsidiary of the Company. Megrisoft Limited qualifies as a material subsidiary in accordance with Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”), based on the applicable turnover or net-worth criteria.

During the year, the Board of Directors reviewed the affairs and performance of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared the Consolidated Financial Statements, which form part of this Integrated Annual Report. A statement containing the salient features of the financial statements of the subsidiary in Form AOC-1, as prescribed under the Companies Act, 2013, is annexed to this Boards Report as Annexure I .

Non-controlling interests in the results and equity of the subsidiary are presented separately in the Consolidated Statement of Profit and Loss, the Consolidated Statement of Changes in Equity and the Consolidated Balance Sheet, respectively.

The Company has adopted a Policy for Determining Material Subsidiaries in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Policy is available on the Companys website at www.megrisoft.com .

As on the last day of the previous financial year, the paid-up equity share capital of the Company does not exceed ^10 crore and its net worth does not exceed ^25 crore. Accordingly, the provisions of Regulations 17 to 27 of the SEBI Listing Regulations, including Regulation 24 relating to corporate governance requirements for subsidiary companies, are not applicable to the Company in terms of Regulation 15(2)(a) of the SEBI Listing Regulations.

>- Particulars of Loans, Guarantees and Investments

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 or Arrangements With Related Parties

The Company has adopted a Policy on Related Party Transactions to ensure the proper identification, review, approval and disclosure of transactions with related parties. The Policy is available on the Companys website at https://www.megrisoft.com /pdfs/rptp.pdf.

The Policy lays down the framework for dealing with Related Party Transactions in accordance with the applicable provisions of the Companies Act, 2013 and other applicable laws. All Related Party Transactions are placed before the Audit Committee for review and approval.

All Related Party Transactions entered into during the financial year were in the ordinary course of business and on an arms length basis and were in the best interests of the Company. During FY 2025-26, the Company did not enter into any Related Party Transaction requiring disclosure in Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, Form AOC-2 does not form part of this Report.

Details of the Related Party Transactions entered into during the financial year, as required under the applicable accounting standards, are disclosed in Note No. 30 to the Standalone Financial Statements forming part of this 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, and the presentation requirements prescribed under Division II of Schedule III to the Companies Act, 2013.

All assets and liabilities have been classified as current or non-current based on the Companys operating cycle and the criteria specified under Division II of Schedule III to the Companies Act, 2013. Considering the nature of the Companys services and the time between the rendering of services and their realisation 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 has been debarred or disqualified from being appointed or continuing as a Director of the Company by the Securities and Exchange Board of India, the Ministry of Corporate Affairs or any such 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

Over the years, the Company has made substantial progress 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, the United States and European countries. To strengthen its market presence and capitalise on growth opportunities, the Company has established a subsidiary in London, United Kingdom, strategically positioning itself to expand its operations in the UK and Europe.

Building on this foundation, the Company intends to enhance and diversify its service offerings, with a focus on digital marketing, web and app development, and IT-enabled services (ITES). This strategic approach is aimed at strengthening the Companys position as a provider of comprehensive digital solutions in these key global markets and supporting sustained growth in the years ahead.

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

As informed in the previous years Annual Report, the Company commissioned its new 57,000-square-foot IT/ITES facility at I-46, Sector 83 Alpha, I.T. City, SAS Nagar (Mohali), Punjab. The facility commenced commercial operations on October 1, 2023, and continues to support the Companys technology-driven operations and service delivery.

The facility is situated on freehold property owned by the Company, thereby strengthening its asset base and providing long-term operational stability. The Company continues to invest in the development of the facility while ensuring compliance with all applicable statutory and regulatory requirements.

As at March 31, 2026, one floor of the facility was operational for IT/ITES activities, while the interior development of the remaining floors was being undertaken in phases. Upon completion, the expanded infrastructure is expected to enhance the Companys operational capacity and support the development and deployment of advanced technology solutions, including artificial intelligence, cloud computing, software development and digital transformation services. This will enable the Company to cater more effectively to the evolving requirements of its domestic and international clients.

>- Corporate Governance

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the corporate governance provisions specified in Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and paragraphs C, D and E of Schedule V of the SEBI LODR Regulations are not applicable to the Company.

Accordingly, the requirement to submit the Corporate Governance Report under Regulation 27(2) of the SEBI LODR Regulations is not applicable to the Company.

The details of the Companys paid-up equity share capital and net worth as at March 31, 2026 are as follows:

Relevant Particulars of Balance Sheet	Standalone Balance Sheet	Consolidated Balance Sheet
	As on 31.03.2026	As on 31.03.2026
	(In Crores)	(In Crores)
Paid Up Equity Share Capital	3.14	3.14
Net Worth	22.54	22.82

Since the Companys paid-up equity share capital does not exceed ^10 crore and its net worth does not exceed ^25 crore as at March 31, 2026, the Company continues to avail the exemption under Regulation 15(2) of the SEBI LODR Regulations. Accordingly, the provisions relating to Corporate Governance, including submission of the Corporate Governance Report under Regulation 27(2), are 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 include regulatory and compliance risks, intense competition, technology obsolescence, cybersecurity and data-security risks, dependence on skilled personnel, business continuity risks, and economic and geopolitical 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

The Company has an adequate and reliable system of internal controls commensurate with the nature of its business and the scale and complexity of its operations. The Company has adopted policies and procedures covering its financial, operational and compliance functions. These controls are designed to provide reasonable assurance regarding:

1. the effectiveness and efficiency of operations;

2. the safeguarding of assets against unauthorised use or loss;

3. compliance with applicable laws and regulations;

4. the prevention and detection of fraud and errors;

5. the accuracy and completeness of accounting records; and

6. the timely preparation of reliable financial information.

The Companys system of Internal Financial Controls is aligned with the requirements of the Companies Act, 2013. The Internal Audit function is carried out by an external firm of Chartered Accountants, which reports functionally to the Chairperson of the Audit Committee, thereby maintaining its independence and objectivity.

The annual internal audit plan, based on identified business, operational, financial and compliance risks, is approved by the Audit Committee. Key control issues identified during the internal audit and the status of corrective actions taken on observations raised in previous reports are periodically presented to the Audit Committee. The Audit Committee deliberates with the management and interacts with the Internal Auditors and Statutory Auditors to ascertain their views on the internal control framework.

The Company recognises that every internal control framework has inherent limitations. Accordingly, it has established a process of periodic audits and reviews to ensure that its systems and controls are reviewed and 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 sound judgement in directing the affairs of the Company, with a view to achieving sustainable growth and acting in its best interests.

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 all the Directors. The Company Secretary invites suggestions from the Directors regarding matters requiring discussion or approval by the Board so that the same may be included in the agenda. The dates of the Board meetings are fixed after considering the convenience and availability of the Directors.

• The agenda and supporting papers, together with appropriate explanatory notes, are circulated to the Directors in advance in accordance with the applicable statutory requirements and Secretarial Standard-1 on Meetings of the Board of Directors. Supplementary agenda items or papers are placed before the meeting only where permitted under the applicable provisions. The minutes of meetings of the Committees of the Board are placed before the Board for noting. Action-taken reports on important decisions of previous Board meetings are also placed before the Board for review.

• The Chairperson conducts the Board meetings, with the Company Secretary facilitating the proceedings and ensuring compliance with the Companies Act, 2013, Secretarial Standard-1 and other applicable requirements. The Company Secretary records the proceedings of each Board and Committee meeting. Draft minutes are circulated to the respective members within 15 days from the conclusion of the meeting for their comments, and the minutes are entered in the respective Minutes Books within 30 days from the conclusion of the meeting.

• Pursuant to Schedule IV to the Companies Act, 2013, and the applicable provisions of the SEBI Listing Regulations, a separate meeting of the Independent Directors was held on August 28, 2025, without the attendance of Non-Independent Directors and members of the management. At the meeting, the Independent Directors reviewed the matters prescribed under the applicable provisions.

• During FY 2025-26, the Board met six times. The maximum interval between any two consecutive Board meetings did not exceed 120 days. Details of the attendance of the Directors at the Board and Committee meetings are provided in this Report.

? No. of Meetings Attended by the Board of Directors

S.No	Name of the Directors	Number of meetings attended
1.	Mr. Mohnesh Kohli	6
2.	Ms. Aprajita Kohli	4
3.	Mr. Rajnesh Sharma	6
4.	Mr. Sahil Malhotra	6
5.	Mr. Raman Seth	5
6.	Ms. Diksha	6

General Meetings

During the Financial Year 2025-26, 1 (one) Meeting was held by the Companys Shareholders. The details of the Meetings are as follows:

S.No.	Meeting	Date of Meeting
1.	Annual General Meeting	30.09.2025

>- COMMITTEES OF THE BOARD

During the year, the Board had the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Each Committee operates within its defined terms of reference, which set out its responsibilities, duties and authority. The terms of reference are reviewed by the Board from time to time to ensure that they remain appropriate and aligned with the applicable statutory requirements and the changing business environment.

The composition of the Committees is in accordance with the applicable provisions of law. The proceedings of each Committee meeting are placed before the Board at its subsequent meeting for information and noting. During the year under review, all recommendations made by the Committees that were mandatorily required to be considered by the Board were duly considered and accepted.

The Independent Directors also held a separate meeting during the year in accordance with Schedule IV to the Companies Act, 2013.

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

? Audit Committee

The Company has constituted an Audit Committee pursuant to Section 177 of the Companies Act, 2013. The terms of reference of the Audit Committee include the matters specified under Section 177 of the Act and other matters referred to it by the Board.

Composition of the Committee

As of 31 March 2026, the Companys Audit Committee comprises the following members of the Board of Directors.

S. No	Name of the Committee member	Category
1.	Mr Mohnesh Kohli	Non-Executive Director
2.	Mr Sahil Malhotra	Non-Executive & Independent Director
3.	Mr Raman Seth	Non-Executive & Independent Director
4.	Ms. Diksha	Non-Executive & Independent Director

All members of the Audit Committee are financially literate and possess the ability to read and understand financial statements. The composition of the Committee complies with the requirements of Section 177 of the Companies Act, 2013.

Meetings and Attendance During the Year

During the period under review, six (6) meetings were held. The attendance of members is as follows:

S. No	Name of the Committee member	No. of meetings held during the tenure	No. of meetings attended	% of attendance
1.	Mr. Mohnesh Kohli	6	6	100%
2.	Mr. Sahil Malhotra	6	6	100%
3.	Mr. Raman Seth	6	4	67%
4.	Ms. Diksha	6	6	100%

Brief Description Of Terms Of Reference

The Audit Committees functions and responsibilities include reviewing the Companys financial reporting processes, internal financial controls, audit functions and related party transactions. The Committee also performs such other functions as are prescribed under Section 177 of the Companies Act, 2013, or assigned to it by the Board under its Charter

The principal terms of reference of the Audit Committee include the following:

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

2. Review of the annual and quarterly financial statements with the management and auditors before their submission to the Board for approval, with particular reference to:

o matters required to be included in the Directors Responsibility Statement;

o major accounting entries involving estimates based on the exercise of judgement by the management; o significant adjustments arising from the audit;

o compliance with listing and other applicable legal requirements relating to financial statements; o disclosure of related party transactions; and o qualifications or modified opinions, if any, in the draft audit report;

3. Recommendation regarding the appointment, re-appointment, remuneration and terms of appointment of the Statutory Auditors;

4. Review and monitoring of the independence and performance of the Statutory Auditors and the effectiveness of the audit process;

5. Review of the performance of the Statutory and Internal Auditors and the adequacy of the internal control systems;

6. Review of the adequacy of the internal audit function, including its scope, coverage and reporting structure;

7. Discussion with the Internal Auditors regarding significant findings and follow-up actions thereon;

8. Review of management letters and letters relating to internal control weaknesses issued by the Statutory or Internal Auditors;

9. Evaluation of the Companys internal financial controls and risk-management systems;

10. Approval of Related Party Transactions and any subsequent modifications thereof, in accordance with the applicable provisions of the Companies Act, 2013;

11. Scrutiny of inter-corporate loans and investments;

12. Review of the financial statements, particularly investments made by the Company and its subsidiary;

13. Review of the functioning of the Whistle-Blower Mechanism;

14. Oversight of compliance with applicable regulatory requirements and policies;

15. Review of compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Companys Code of Conduct for Prevention of Insider Trading and its Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information;

16. Review and consideration of the rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation or other restructuring arrangements on the Company and its shareholders; and

17. Review of such other matters as may be considered appropriate by the Committee or referred to it by the Board.

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

1. investigate any matter falling within its scope and obtain such information as it may require from any employee; and

2. obtain legal or other independent professional advice and, where considered necessary, invite external experts possessing relevant experience to participate in its deliberations.

During the year under review, all recommendations made by the Audit Committee were accepted by the Board.

? Nomination & Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee ("NRC”) pursuant to Section 178 of the Companies Act, 2013. The terms of reference of the NRC include the matters prescribed under Section 178 of the Act and other matters referred to it by the Board.

Composition of the Committee

As of 31 March 2026, the Companys Nomination & Remuneration Committee (the NRC) comprises the following members of the Board of Directors.

S. No	Name of the Committee member	Category
1.	Mr Mohnesh Kohli	Non-Executive Director
2.	Mr Sahil Malhotra	Non-Executive & Independent Director
3.	Mr Raman Seth	Non-Executive & Independent Director
4.	Ms. Diksha	Non-Executive & Independent Director

All members of the NRC are Non-Executive Directors, and a majority of its members are Independent Directors. The composition of the NRC complies with Section 178 of the Companies Act, 2013. The Company Secretary acts as the Secretary to the Committee.

Meetings and Attendance During the Year

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

S. No	Name of the Committee member	No. of meetings held during the tenure	No. of meetings attended	% of attendance
1.	Mr. Mohnesh Kohli	3	3	100%
2.	Mr. Sahil Malhotra	3	3	100%
3.	Mr. Raman Seth	3	3	100%
4.	Ms. Diksha	3	3	100%

Brief Description Of Terms Of Reference

As per its Charter approved by the Board, the NRC is responsible for formulating criteria for determining the qualifications, positive attributes and independence of Directors and for identifying, screening and reviewing candidates for appointment as Directors and members of Senior Management.

The principal terms of reference of the NRC include the following:

1. assisting the Board in reviewing its size and composition to ensure that they are conducive to effective decision-making;

2. reviewing the structure and composition of the Board Committees and recommending the appointment of their members and Chairpersons;

3. ensuring that appropriate induction and familiarisation procedures are in place for newly appointed Directors and members of Senior Management;

4. formulating the criteria and specifying the manner for evaluating the performance of the Board, its Committees and individual Directors;

5. reviewing the implementation of and compliance with the performance-evaluation system;

6. formulating and recommending to the Board a remuneration policy for Directors, Key Managerial Personnel and other employees;

7. recommending to the Board all remuneration, in whatever form, payable to Senior Management;

8. ensuring that remuneration appropriately balances fixed and variable components and aligns short-term and long-term performance objectives with the Companys goals;

9. devising a policy on the diversity of the Board;

10. identifying persons qualified to become Directors or to be appointed as members of Senior Management, in accordance with the prescribed criteria, and recommending their appointment or removal to the Board;

11. recommending whether the term of appointment of an Independent Director should be extended or continued, based on the report of the performance evaluation of the Independent Director;

12. ensuring that appropriate programmes for the induction and continuing familiarisation of Directors are developed and implemented; and

13. assessing the balance of skills, knowledge and experience on the Board and, for every appointment of an Independent Director, defining the role and capabilities required of such Independent Director. For identifying suitable candidates, the NRC may:

a. engage external agencies, if required;

b. . consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of prospective candidates.

? Stakeholders Relationship Committee

The Company has constituted a Stakeholders Relationship Committee ("SRC”) pursuant to Section 178(5) of the Companies Act, 2013. The Committee considers and resolves the grievances of the Companys security holders, including complaints relating to the transfer and transmission of securities, non-receipt of annual reports, non-receipt of declared dividends and other investor-related matters.

Composition of the Committee:

As of 31 March 2026, the Companys Stakeholders Relationship Committee (SRC) comprises the following members of the Board of Directors .

S. No	Name of the Committee member	Category
1.	Mr Mohnesh Kohli	Non-Executive Director
2.	Mr Sahil Malhotra	Non-Executive & Independent Director
3.	Mr Raman Seth	Non-Executive & Independent Director
4.	Ms. Diksha	Non-Executive & Independent Director

Meetings and Attendance During the Year

During the period under review, two (2) meetings were held. The attendance of members is as follows:

S. No	Name of the Committee member	No. of meetings held during the tenure	No. of meetings attended	% of attendance
1.	Mr. Mohnesh Kohli	2	2	100%
2.	Mr. Sahil Malhotra	2	2	100%
3.	Mr. Raman Seth	2	2	100%
4.	Ms. Diksha	2	2	100%

Brief Description Of Terms Of Reference

The principal terms of reference of the Stakeholders Relationship Committee include the following:

1. considering and resolving grievances of security holders, including complaints relating to the transfer and transmission of securities, non-receipt of annual reports, non-receipt of declared dividends and other investor-related matters;

2. reviewing investor service requests relating to transmission, transposition, issue of duplicate securities, split, consolidation, renewal and other matters concerning securities, in accordance with the applicable regulatory requirements;

3. reviewing and analysing reports received periodically from the Registrar and Share Transfer Agent;

4. reviewing measures taken for the effective exercise of voting rights by the Members;

5. reviewing compliance with the service standards adopted by the Company in respect of services provided by the Registrar and Share Transfer Agent; and

6. reviewing such other matters relating to the interests of security holders as may be referred to the Committee by the Board.

Details of grievances received and attended to by the Company during FY26 are given below.

Status of Complaints Received and Resolved During F.Y 2025-26

Complaints pending as on April 1, 2025	NIL
Complaints received during the year	NIL
Complaints resolved during the year	NIL
Complaints pending as on March 31, 2026	NIL

The Company and its Registrar and Share Transfer Agent attend to all grievances received from shareholders. Efforts are made to ensure that such grievances are resolved expeditiously and satisfactorily. The Company has designated a separate email address, legal@megrisoft.com, for shareholders to lodge their complaints and queries.

Shareholders holding securities in physical form may address their correspondence either to the Company Secretary of the Company or to Beetal Financial & Computer Services (P) Limited, the Registrar and Share Transfer Agent of the Company. However, queries relating to the non-receipt of annual reports and other Company-related communications should be addressed to the Company.

Members are requested to quote their DP ID and Client ID or Folio Number, as applicable, in all correspondence with the Company and to provide their email addresses and telephone numbers to facilitate a prompt response.

SEBI Complaints Redressal System (SCORES):

The Company is registered on SCORES, SEBIs web-based platform for investor grievance redressal. SCORES facilitates the centralised handling of investor complaints, online submission of Action Taken Reports by the Company and online tracking of complaint status by investors. During FY 2025-26, the Company did not receive any shareholder or investor complaint through SCORES. Accordingly, no complaint remained unresolved or pending as at March 31, 2026.

? Board Evaluation Process

Pursuant to the applicable provisions of the Companies Act, 2013, the Rules made thereunder and Schedule IV to the Act, the Board carried out the annual evaluation of its own performance, its Committees and individual Directors.

The performance of the Board was evaluated after seeking inputs from all the Directors based on criteria such as the composition and structure of the Board, the effectiveness of Board processes, the adequacy and timeliness of information provided to the Board and the overall functioning of the Board.

The performance of the Board Committees was evaluated after seeking inputs from the respective Committee members based on criteria such as the composition of the Committees, the effectiveness of Committee meetings and the discharge of their respective functions and responsibilities.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors based on criteria such as their preparedness for meetings, attendance and participation in Board and Committee meetings, contribution to discussions and decision-making, and meaningful and constructive inputs provided during meetings.

The Independent Directors, at their separate meeting, reviewed the performance of the Non-Independent Directors, the Board as a whole and the Chairperson of the Company. The performance of the Independent Directors was evaluated by the entire Board, excluding the Director being evaluated.

The Directors expressed their satisfaction with the overall evaluation process and its outcome.

? Meeting of Independent Directors

The Independent Directors of the Company shall hold at least one meeting in each financial year without the attendance of Non-Independent Directors and members of management. During FY 2025-26, a separate meeting of the Independent Directors was held on August 28, 2025, inter alia, to:

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

• review the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors; and

• assess the quality, quantity and timeliness of the flow of information between the management of the Company and the Board that is necessary for the Board to effectively and reasonably perform its duties.

>- Familiarisation Programme for Independent Directors

The Independent Directors are provided with necessary documents, reports and internal policies to familiarise them with the Companys business, procedures and practices. Periodic presentations are made at meetings of the Board and its Committees covering the Companys operations, financial performance, business strategy, regulatory developments and key risks. Updates on relevant statutory and regulatory changes are also provided to the Directors from time to time.

Upon appointment, each Independent Director is issued a formal letter of appointment setting out the terms and conditions of appointment, including their roles, functions, responsibilities and fiduciary duties as a Director of the Company.

>- Declaration by Independent Directors

The Company has received the necessary declarations from each Independent Director confirming that he or she meets the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013. In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise, experience and proficiency required for discharging their duties.

>- Disclosure Under Section 164(2) of the Companies Act, 2013

The Company has received declarations in Form DIR-8 from the Directors being appointed or re-appointed and has noted that none of them is disqualified from being appointed as a Director under Section 164(2) of the Companies Act, 2013, read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

>- Details of Significant and Material Orders Passed by The Regulators/Courts/Tribunals

The Company has received an Assessment Order under Section 143(3) read with Section 254 read with Section 144B of the Income-tax Act, 1961, for Assessment Year 2013-14, wherein the deduction claimed by the Company under Section 80IC of the Income-tax Act, 1961 has been disallowed and a Gross Demand of Rs. 1,50,07,633/- has been raised, against which the Amount Payable (Net Demand) is Rs. 89,41,520/-, including Interest under Section 234B of Rs. 54,64,278/-. Further, the Company has also received a notice for initiation of penalty proceedings under Section 274 read with Section 271(1)(c) of the Income-tax Act, 1961 in connection with the aforesaid disallowance.

The Company believes that it has adequate legal grounds to contest the Assessment Order and has already filed an appeal before the appropriate appellate authority against the said Assessment Order. The Company has also submitted an appropriate response to the notice for initiation of penalty proceedings and shall continue to contest the matter in accordance with law. The management believes that the ultimate outcome of the above proceedings will not have any material adverse effect on the Companys financial position, results of operations or its ability to continue as a going concern.

>- Details of Non- Compliance by the Company

During FY 2025-26, there was no instance of non-compliance by the Company in relation to capital-market matters, and no penalty or stricture was imposed on the Company by the Stock Exchanges, SEBI or any other statutory authority.

>- Vigil Mechanism/Whistle Blower Policy

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, the Company has established a Vigil Mechanism/Whistle-Blower Policy to provide a structured process for reporting concerns relating to unethical conduct, suspected fraud or violations of the Companys Code of Conduct or Ethics Policy. The mechanism provides adequate safeguards against the victimisation of persons who use it and enables direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The said policy has been uploaded on the website of the Company at https: //www.megrisoft.com/pdfs/wbp.pdf.

>- Risk Management Policy

The Company has established a risk-management framework, overseen by the Board of Directors, for identifying, assessing, mitigating, monitoring and reviewing risks that may affect the achievement of the Companys objectives or threaten its existence.

The Board has formulated a Risk Management Policy to strengthen and streamline the Companys risk-assessment and risk-minimisation procedures. The Policy is available on the Companys website at: https://www.megrisoft.com/pdfs/rmp.pdf.

>" Internal Financial Control

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

The Board has adopted policies and procedures to ensure the orderly and efficient conduct of the Companys business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial disclosures

>- Directors and Key Managerial Personnel (KMPs)

At Megrisoft, we believe that a strong Board is essential for fostering effective leadership, providing long-term strategic direction and maintaining high standards of governance.

The composition of the Board of Directors is in accordance with the applicable provisions of the Companies Act, 2013, with an appropriate combination of Executive, Non-Executive and Independent Directors. Details relating to the composition of the Board, appointment or re-appointment of Directors, retirement by rotation and declarations received from the Independent Directors are provided in the relevant sections of this Report.

? Appointment/ Re-Appointment

• At the 34th Annual General Meeting held on September 30, 2025, the Members approved the re-appointment of Mr. Mohnesh Kohli (DIN: 01784617), who retired by rotation and, being eligible, offered himself for re-appointment.

? Change in Designation

During the financial year under review, there was no change in the designation of any Director of the Company

? Cessation

• During the financial year under review, no Director or Key Managerial Personnel resigned, ceased to hold office or was removed from office, except for the retirement by rotation and subsequent re-appointment of Mr. Mohnesh Kohli as stated above.

? Retirement by Rotation

• In accordance with Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr Mohnesh Kohli (DIN: 01784617) retired by rotation at the 34th Annual General Meeting held on September 30, 2025. Being eligible, he offered himself for re-appointment, which was approved by the Members at the said AGM.

? Key Managerial Personnel

Pursuant to Section 2(51) read with Section 203 of the Companies Act, 2013 and the Rules made thereunder, the following persons were the Key Managerial Personnel of the Company as at March 31, 2026:

S.No.	Name	Designation
1.	Mr. Rajnesh Sharma	Whole-time Director and Chief Financial Officer
2.	Ms. Saloni Garg	Company Secretary & Compliance Officer

? Performance Evaluation of the Board

Pursuant to Section 134 and other applicable provisions of the Companies Act, 2013, read with Schedule IV thereto, the Board carried out the annual evaluation of its own performance, its Committees and individual Directors. The performance of the Independent Directors was evaluated by the entire Board, excluding the Independent Director being evaluated.

? Companys Policy Relating to Directors Appointment, Remuneration and Discharge of Their Duties

Pursuant to Section 178(3) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination and Remuneration Committee, formulated a policy relating to the appointment and remuneration of Directors, Key Managerial Personnel and other employees. The Policy contains, inter alia, criteria for determining the qualifications, positive attributes and independence of Directors. The Nomination and Remuneration Policy is annexed to and forms part of this Report as Annexure II and is also available on the Companys website at: https: //www.megrisoft.com/pdfs/NMR-Poilcy.pdf

>- Auditors & Auditors Report

? Statutory Auditor

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

The Statutory Auditors have submitted their Audit Reports on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026.

The Notes to the Standalone and Consolidated Financial Statements referred to in the Statutory Auditors Reports are self-explanatory and do not call for any further comments by the Board. The Statutory Auditors Reports do not contain any qualification, reservation, adverse remark or disclaimer, and accordingly, no explanation or comment of the Board is required in terms of Section 134(3)(f) of the Companies Act, 2013.

? Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and based on the recommendation of the Board of Directors, the Members of the Company at their 34th Annual General Meeting held on

September 30, 2025, approved the appointment of M/s K V Bindra & Associates, Practicing Company Secretaries ( Membership No. F10074 and Certificate of Practice No. 12962) as the Secretarial Auditor of the Company for a term of four (4) consecutive financial years, commencing from the financial year 2025-26 and ending with the financial year 2028-29, on such remuneration and terms and conditions as may be determined by the Board of Directors from time to time.

M/s K V Bindra & Associates, Practicing Company Secretaries, conducted the Secretarial Audit of the Company for the financial year ended March 31, 2026. The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2026 is annexed to this Boards Report as Annexure III and forms an integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer, and accordingly, no explanation or comments of the Board are required in this regard.

? Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Rules made thereunder, M/s Vikas Wasson and Associates, Chartered Accountants (Firm Registration No. 026171N), continued as the Internal Auditor of the Company during the financial year under review.

The Internal Auditor carried out the internal audit of the Companys operations for the financial year ended March 31, 2026. The internal audit reports, together with the managements responses thereon, were periodically reviewed by the Audit Committee, which monitored the implementation of the recommendations and the adequacy and effectiveness of the Companys internal financial controls and risk management processes.

? Secretarial Standards

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.

? Reporting Of Frauds By Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor reported any fraud under Section 143(12) of the Companies Act, 2013.

? Maintenance of Cost Records

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.

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

? Conservation of Energy, Technology Absorption, and Research and Development

Considering the nature of the Companys operations as a service-sector company without any manufacturing facility, the particulars relating to conservation of energy and technology absorption prescribed under Section 134(3)(m) of the Companies Act, 2013, read with the applicable Rules, are not applicable to the Company. Nevertheless, the Company continues to adopt modern technology to improve the productivity and quality of its services and invests in appropriate hardware and software infrastructure. During the year under review, the Company did not incur any expenditure on research and development.

? Foreign Exchange Earnings and Outgo

During the year under review, foreign exchange earnings amounted to ^228.92 lakhs, compared with ^201.26 lakhs in the previous year. Expenditure in foreign currency amounted to ^14.78 lakhs, compared with ^6.00 lakhs in the previous year.

>- Corporate Social Responsibility (CSR) Policy

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility were not applicable to the Company during the financial year under review.

>- 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 people-related matters.

>- Sexual Harassment of Women at Workplace

The Company has zero tolerance towards sexual harassment of women at the workplace and has adopted a policy in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has complied with the applicable provisions relating to the constitution of the Internal Complaints Committee.

The details of complaints during FY 2025-26 are as follows:

S.No.	Particulars	Number
1.	Complaints received during the year	Nil
2.	Complaints disposed of during the year	Nil
3.	Complaints pending for more than 90 days	Nil

>- 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) The disclosures required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided below.

(b) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company and other particulars required under Rule 5 (1) of the said Rules are annexed to and form part of this Report as Annexure IV.

(c) The statement containing the particulars of employees required under Rule 5(2), read with Rule 5(3), of the said Rules forms part of this Report. During the year under review, no employee received remuneration exceeding the limits prescribed under Rule 5(2). In accordance with Section 136 of the Companies Act, 2013, the Annual Report is being sent to the Members without the aforesaid statement. The statement is available for inspection at the Registered Office of the Company during business hours, and any Member interested in obtaining a copy may write to the Company.

(d) During the year under review, no Director of the Company, including the Managing Director or Whole-time Director, received any commission from the Company or its subsidiary.

>- 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, 2026, 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 2025-2026.

>- 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) The Company did not accept any deposits covered under Chapter V of the Companies Act, 2013.

2) The Company did not issue any equity shares with differential rights as to dividend, voting or otherwise.

3) No material changes or commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this Report.

4) There was no change in the nature of the Companys business.

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 applicable to the Members of the Board and Senior Management Personnel in the conduct of the Companys business operations. The Company follows a policy of zero tolerance towards bribery, corruption and unethical conduct in any form, and the Board has laid down appropriate directives to prevent such acts. The Code lays down the standards of business conduct expected to be followed by the Directors and Senior Management Personnel, particularly in matters relating to integrity at the workplace, ethical business practices and dealings with stakeholders. The Code is available on the Companys website at: https://www.megrisoft.com /pdfs/code-of-conduct.pdf

>- 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. 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.

10. 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

11. 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

The Board places on record its sincere appreciation for the continued support and cooperation received from the Companys clients, vendors, investors, bankers, employees and other stakeholders during the year under review. The Board also acknowledges the valuable assistance and support extended by the Government of India, various State Governments, regulatory authorities, tax authorities, the Reserve Bank of India, the Greater Mohali Area Development Authority, Software Technology Parks of India, Special Economic Zone authorities and other government agencies in India and the countries where the Company operates.

The Board further appreciates the dedication, commitment and valuable contributions of employees at all levels, whose collective efforts have contributed significantly to the Companys growth and performance.

		For and on behalf of the Board
Place: Chandigarh	Mohnesh Kohli	Rajnesh Sharma
Date: 19.05.2026	Director	Whole-Time Director
	DIN:01784617	DIN:02528435