Micropro Software Solutions Ltd Directors Report

Dear Members,

The Board of Directors of Micropro Software Solutions Limited ("Micropro" or "Company") have pleasure in presenting the 29th Annual Report of the Company covering the highlights of the finances, business, and operations of your Company. Also included herein are the Audited Financial Statements of the Company (Standalone and Consolidated) prepared for the financial year ended March 31, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The Companys financial performance (Standalone & Consolidated) during the financial year ended March 31, 2025 is summarised below:

(Amount in Rs. Lakhs except EPS)

Description	Standalone 31.03.2025	Standalone 31.03.2024	Consolidated 31.03.2025	Consolidated 31.03.2024
Revenue from operations	2,032.58	2,148.25	2311.91	2,148.25
Other Income	176.25	80.06	176.25	80.06
Total Income	2,208.83	2,228.31	2,488.16	2,228.31
Purchase of Stock- in- trade	377.92	228.73	641.33	228.73
Purchases of Services	519.77	202.99	519.77	202.99
Changes in Inventories of Stock-in-trade	39.07	-7.10	39.07	-7.10
Employee benefits expense	926.22	832.69	943.32	832.69
Finance costs	30.27	70.49	30.45	70.49
Depreciation and amortisation expense	204.71	90.51	206.12	90.51
Other expenses	228.65	365.63	305.93	365.63
Profit before tax	(117.78)	444.38	(197.83)	444.38
Less: Tax Expenses	(13.09)	133.51	(13.09)	133.51
Profit / (Loss) for the year ended	(104.69)	310.87	(184.74)	310.87
Earning per equity share (Basic and Diluted)	(0.73)	2.61	(1.29)	2.61

2. STATE OF COMPANYS AFFAIRS :

During the year under review the Company has earned standalone total revenue (including other income) of Rs. 2,208.83 lakhs for the year 2025 as compared to Rs. 2,228.31 lakhs for the financial year 2024. loss after Tax at Rs. 104.69 lakhs in the financial year 2025 as compared to profit of Rs. 310.87 lakhs for the financial year 2024.

The consolidated total revenue (including other income) of Rs. 2,488.16 lakhs for the year 2025 as compared to Rs. 2,228.31 lakhs for the financial year 2024. loss after Tax at Rs. 184.74 lakhs in the financial year 2025 as compared to profit of Rs. 310.87 lakhs for the financial year 2024.

3. TRANSFER TO RESERVES:

The Company has incurred losses during the financial year. The losses have been adjusted against General Reserves.

4. DIVIDEND:

The Directors have not recommended any dividend for the financial year ended 31st March 2025.

5. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

6. CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the business activity of the Company.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT:

There have been no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report, which forms part of this report

8. REVISION OF FINANCIAL STATEMENT:

There was no revision of the financial statements for the year under review.

9. CHANGES IN CAPITAL AND DEBT STRUCTURE :

Authorized Equity Share Capital:

As on March 31, 2025, the Authorized Share Capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen Crores) divided into 1,50,00,000 (One Crores Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each and There were no changes made to the Authorized Share Capital of the Company during the year under review.

Paid-up Equity Share Capital:

As on March 31, 2025, the Paid-up Equity Share Capital of the Company is Rs. 14,29,94,000/- (Rupees Fourteen Crore Twenty Nine Lakh Ninety Four Thousand) divided into 1,42,99,400 (One Crore Forty Two Lakh Ninety Nine Thousand Four Hundred) Equity Shares of Rs. 10/- (Rupees Ten) each and There were no changes made to the Paid-up Equity Share Capital of the Company during the year under review

Issue of Equity Shares with Differential Rights:

During the year under review your Company has not issued any equity shares with differential rights as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

Issue of Sweat Equity Shares:

During the year under review your Company has not issued any sweat equity share as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014. Hence, the disclosures regarding this are not applicable.

Details of Employee Stock Options:

During the financial year under review, the Company has not issued any shares under the Employees Stock Options Scheme pursuant to provisions of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014) hence, the disclosures regarding issue of employee stock options are not applicable.

Shares held in trust for the benefit of employees where the voting rights are not exercised directly by the employees:

During the year under review your Company has not held any shares in trust for the benefit of employees where the voting rights are not exercised directly by the employees.

Issue of debentures, bonds, warrants or any non-convertible securities:

During the financial year under review, the Company has not issued any debentures, bonds, warrant or any nonconvertible securities pursuant to related provisions of Companies Act, 2013 read with Rules made thereunder. Hence, the disclosures regarding this are not applicable

10. DETAILS OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of Directors of the company has an optimum combination of Executive and NonExecutive Independent Directors with rich professional experience and background. As on March 31, 2025, the Board of Directors comprised of 6 (Six) Directors which includes Three (3) Executive Director, and Three (3) Non - Executive Independent Directors. The overall composition of Board of Directors included one Independent Women Director.

As on 31st March, 2025, the Company had following Directors and the key managerial personnel:

Sr. No. Name	Designation
1. Mr. Sanjay Yadavrao Mokashi (DIN: 01568141)	Managing Director
2. Mr. Meher Shreeram Pophali (DIN: 01568099)	Whole-time Director
3. Mr. Manish Suresh Peshkar (DIN: 01568162)	Whole-time Director
4. Dr. Parag Sham Deshpande (DIN: 10195204)	Non-executive Independent Director
5. Mr. Sandeep Kunjbihari Agarwal (DIN: 10190189)	Non-executive Independent Director
6. Ms. Anuja Subhash Bissa (DIN: 08284537)	Non-executive Independent Director
7. Mr. Sunil Nilkanth Chaudhari	Chief Financial Officer
8. Mr. Sulabh Singh Parihar	Company Secretary and Compliance Officer

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Mr. Meher Shreeram Pophali, Whole-time Director will retire by rotation at the ensuing 29th Annual General Meeting and being eligible, has offered himself for reappointment as a Director of the Company. The Board recommends his re-appointment for the consideration of the members of the Company at the ensuing 29th Annual General Meeting of the Company.

The brief resume and other information/details of Mr. Meher Shreeram Pophali seeking reappointment, as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) is given in the Notice of the ensuing 29th Annual General Meeting, which forms part of the Annual Report.

Further post closure of the financial year, the following changes occurred in the Key Managerial Personnel of the Company:

1. Mr. Manish Suresh Peshkar ceased to be the Whole-time Director of the Company with effect from 14th July, 2025 due to resignation. The Board places on record its sincere appreciation for the valuable contributions made by Mr. Manish Suresh Peshkar during their tenure.

2. Mr. Sunil Nilkanth Chaudhari superannuated from the services of the Company on 01st July,2025. The Board expresses its gratitude for his dedicated service and invaluable contribution during his tenure as the Chief Financial Officer.

11. UTILIZATION OF IPO PROCEEDS:

Original Object	Modified Object, if any	Original Allocation	Modified allocation, if any	Funds Utilised*	Amount of Deviation/Vari ation according to applicable object	Remarks if any
Working Capital Requirement	Not Applicable	850.00	Not Applicable	500.00	None
Funding capital expenditure requirements	Not Applicable	1,285.34	Not Applicable	853.47	None
General corporate expenses	Not Applicable	484.00	Not Applicable	484.00	None

Utilization till March 31, 2025. Balance unutilized funds parked in fixed deposit and current account.

12. STATEMENT OF DECLARATION ON INDEPENDENCE GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors of your Company have severally given a Declaration pursuant to Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and that they are registered in the data bank of Indian Institute of Corporate Affairs as per Section 150 of the Companies Act, 2013 and rules framed there under.

They have also furnished the Declaration and Confirmation pursuant to Regulation 25(8) of the Listing Regulations affirming compliance to the criteria of Independence as provided under Regulation 16(1)(b) of the Listing Regulations, as amended.

13. DECLARATION REGARDING NON - APPLICABILITY OF THE DISQUALIFICATION:

The disclosure requirements as prescribed under Para C of the Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘LODR) are not applicable to the Company pursuant to Regulation 15(2) of the LODR as the Company is listed on the SME Exchange.

14. MEETINGS OF BOARD:

During the year ended on 3lst March 2025, Five (05) Board Meetings were held, the details of which are mentioned hereunder:

• 15th April, 2024 • 30th May, 2024 • 05th August, 2024 • 14th November, 2024

• 10th March, 2025

15. COMPOSITION OF BOARD COMMITTEES:

The Company has in place, all the Committee(s) as mandated under the provisions of the Act and Listing Regulations. Currently, there are four Committees of the Board, namely:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

• Corporate Social Responsibility Committee

AUDIT COMMITTEE:

The Audit Committee of the Board of Directors in compliance with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013 is in place.

The Audit Committees comprised of following Members:

DIN:	Name	Designation in committee	Nature of Directorship
10190189	Mr. Sandeep Kunjbihari Agarwal	Chairman	Non-executive Independent Director
10195204	Mr. Parag Sham Deshpande	Member	Non-executive Independent Director
01568141	Mr. Sanjay Mokashi Yadavrao	Member	Managing Director

During the year ended 31st March 2025, Five (05) Audit Committee meetings were held, the details of which are mentioned hereunder:

^ 15th April, 2024 ^ 30th May, 2024 ^ 05th August, 2024 ^ 14th November, 2024 ^ 10th March, 2025

All the Members of the Committee attend the Meetings and the Company Secretary acts as Secretary to the Committee. There is no occasion wherein the board of directors of the Company has not accepted any recommendations of the Audit committee of the Company during the financial year 2024-25. As such, no specific details are required to be given or provided.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Board of Directors in compliance with Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013 is in place.

The Nomination and Remuneration Committee comprised of following Members:

DIN:	Name	Designation in committee	Nature of Directorship
10190189	Mr. Sandeep Kunjbihari Agarwal	Chairman	Non-executive Independent Director
10195204	Mr. Parag Sham Deshpande	Member	Non-executive Independent Director
01568141	Mr. Sanjay Mokashi Yadavrao	Member	Managing Director

During the year ended 31st March 2025, One (01) Nomination and Remuneration Committee meetings were held, the details of which are mentioned hereunder:

^ 05th August, 2024

All the Members of the Committee attend the Meetings and the Company Secretary acts as Secretary to the Committee. There is no occasion wherein the board of directors of the Company has not accepted any recommendations of the committee of the Company during the financial year 2024-25. As such, no specific details are required to be given or provided.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee of the Board of Directors in compliance with Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013 is in place.

The Stakeholder Relationship Committee comprised of following Members:

DIN:	Name	Designation in committee	Nature of Directorship
10190189	Mr. Sandeep Kunjbihari Agarwal	Chairman	Non-executive Independent Director
01568141	Mr. Sanjay Mokashi Yadavrao	Member	Managing Director
10195204	Mr. Meher Shreeram Pophali	Member	Whole-time Director

During the year ended 31st March 2025, meetings of Stakeholder Relationship Committee was held on 14th November, 2025. All the Members of the Committee attend the Meetings and the Company Secretary acts as Secretary to the Committee. There is no occasion wherein the board of directors of the Company has not accepted any recommendations of the committee of the Company during the financial year 2024-25. As such, no specific details are required to be given or provided.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee of the Board of Directors in compliance with Section 135 of the Companies Act, 2013 is in place.

The Corporate Social Responsibility Committee comprised of following Members:

DIN:	Name	Designation in committee	Nature of Directorship
01568141	Mr. Sanjay Mokashi Yadavrao	Chairman	Managing Director
10195204	Mr. Meher Shreeram Pophali	Member	Whole-time Director
08284537	Ms. Anuja Subhash Bissa	Member	Non-executive Independent Director

During the year ended 31st March 2025, meetings of Corporate Social Responsibility Committee were held on 10th March, 2025. All the Members of the Committee attend the Meetings and the Company Secretary acts as Secretary to the Committee.

16. SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION:

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee (NRC) has adopted Nomination & Remuneration Policy which, inter alia, deals with the criteria for identification of members of the Board of Directors and selection/ appointment of the Key Managerial Personnel/Senior Management Personnel of the Company. The NRC recommends appointment of Director(s)/appointment or re-appointment of Managing Director based on their qualifications, expertise, positive attributes and independence/professional expertise in accordance with prescribed provisions of the Companies Act, 2013, governing rules framed thereunder and the Listing Regulations. The NRC, in addition to ensuring diversity of race and gender, also considers the impact the appointee would have on the Boards balance of professional experience, background, viewpoints, skills and areas of expertise. The Nomination & Remuneration Policy is uploaded on the website of the Company and the weblink of the same is https://www.microproindia.com/investors/policies/Policv%20for%20Nomination%20and%20Re mmuneration.pdf

17. DISCLOSURE OF THE RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ETC:

As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement of disclosure of remuneration and such other details as prescribed therein is given in Annexure- A, which is annexed hereto and forms part of the Boards Report.

18. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

In pursuant to the provisions of Section 134(3) (p) of the Act, the Board of Directors of the Company is committed to get its performance evaluated in order to identify its strengths and areas in which it may improve its functioning.

In terms of the framework of the Board Performance Evaluation, the Nomination and Remuneration Committee and the Board of Directors have carried out an annual performance evaluation of the performance of its own performance, Committee and Individual Directors.

The evaluation of the Board, Committees, Directors and Chairman of the Board was conducted based on the evaluation parameters such as Board composition and Structure, effectiveness of the Board, participation at meetings, awareness, observance of governance, and quality of contribution, etc.

19. REMUNERATION RECEIVED BY MANAGING / WHOLE TIME DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

During the year under review the Company does not have any Holding Company. Further the Directors of the Company did not receive any Commission from its Subsidiary within the meaning of Section 2(87) of the Companies Act, 2013. Therefore, the disclosure under the provision of Section 197(14) of the Companies Act, 2013 read with Rules made thereunder, towards payment of any commission or remuneration from holding or subsidiary company are not required.

20. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) of the Companies Act, 2013, your Board of Directors confirms the following:

(a) In the preparation of the annual financial statements for the year ended 3lst March, 2025, the applicable accounting standards read with requirements set out under Schedule Ill to the Companies Act, 2013, have been followed along with proper explanation relating to material departures, if any;

(b) The Directors had selected such accounting policies and applied them consistently and made judgment 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 31st March 2025 and the losses of the Company for the year ended on that date;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going-concern basis;

(e) proper internal financial controls to be followed by the Company were laid down and such internal financial controls are adequate and were operating effectively; and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

21. INTERNAL FINANCIAL CONTROLS:

The Company has put in place an adequate system of internal financial control commensurate with the size and nature of its business and continuously focuses on strengthening its internal control processes. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, and ensuring compliance with corporate policies.

The internal financial control of the company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention, and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner. The Audit Committee periodically reviews the adequacy of Internal Financial controls. During the year, such controls were tested and no reportable material weaknesses were observed. The system also ensures that all transactions are appropriately authorized, recorded, and reported.

22. SUBSIDIARY, ASSOCIATE, AND JOINT VENTURE:

During the period under review, the Company does not have any Holding, Joint Venture or Associate Company. The Company has acquired a Company named Microsync Information Technology Co. LLC in United Arab Emirates as a wholly owned Subsidiary.

Pursuant to Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiary is given in Form AOC-1 and forms an integral part of this Report as Annexure C.

23. CONSOLIDATED FINANCIAL STATEMENTS:

The Company does not have any Associate Company or Joint Venture Company. In accordance with the provisions of the Companies Act, 2013 ("the Act") and the Listing Regulations read with Ind AS 110-Consolidated Financial Statements, the consolidated audited financial statement forms part of this Annual Report

24. DEPOSITS:

During the year under review, your Company has not accepted any public deposits within the meaning of Section(s) 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

25. LOANS, GUARANTEES, AND INVESTMENTS:

The particulars of investments made and loans granted by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements forming part of the Annual Report. Further, your Company has not extended a corporate guarantee on behalf of any other Company, during the year under review.

26. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the period under review, all related party transactions that were entered were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Details of related party transactions are provided in the financial statements and hence not repeated herein for the sake of brevity.

The Company has formulated a Policy on materiality of related party transactions and dealing with related party transactions, which is available on the website of the Company and can be accessed through web link https://www.microproindia.com/investors/policies/Policy.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has constituted a Corporate Social Responsibility Committee in accordance with the provisions of Section 135 of the Companies Act, 2013. In terms of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company reviewed its financials for the immediately preceding financial year. Based on this review, it was noted that the Company does not meet the threshold limits prescribed under Section 135(1) of the Act for the financial year 2024-25.

Accordingly, the provisions relating to mandatory Corporate Social Responsibility are not applicable to the Company for the financial year 2024-25.

Nevertheless, the Company has adopted a Corporate Social Responsibility Policy ("CSR Policy") in line with the provisions of the Act and the applicable Rules. The CSR Policy outlines the objectives, scope/areas of CSR activities, implementation and monitoring process, CSR budget, reporting, and disclosures. The CSR Policy is available on the website of the Company at the following link: https://www.microproindia.com/investor-relations.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure- B, which is annexed hereto and forms part of the Boards Report.

29. RISK MANAGEMENT:

The Risk Management policy has been formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Our internal control encompasses various management systems, structures of organization, standards, and codes of conduct which are all put together to help manage the risks associated with the Company.

In order to ensure the internal control systems are meeting the required standards, it is reviewed at periodical intervals. If any weaknesses are identified in the process of review the same are addressed to strengthen the internal controls which are also revised at frequent intervals. Some of the risks that may pose challenges are set out in the Management Discussion and Analysis Report, which forms part of this Annual Report.

30. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In terms of the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism which includes the formulation of the Whistle Blower Policy to bring to the Company s attention, instances of unethical behavior, actual or suspected incidents of fraud, instances of leak of unpublished price sensitive information that could adversely impact the Companys operations, business performance and/or reputation.

No employee is denied access to the Vigilance Officer as well as the Chairman of the Audit Committee. The Policy provides that the Company investigates such incidents when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. The policy is available on the website of the Company and the web link of the same is

https://www.microproindia.com/investors/policies/Policy%20for%20Vigil%20Mechanism.pdf

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

32. STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to provisions of section 139 of the Act, the members at the annual general meeting of the Company held on 20th September, 2024 appointed M/s. Banthia Damani & Associates, Chartered Accountants (Firm Registration No. 0126132W) as statutory auditors of the Company for a period of 5 (five) years till the conclusion of the 33rd Annual General Meeting of the Company.

The Auditors Report on the financial statements of the Company for the year ended 31st March, 2025 is self-explanatory and with unmodified opinion. The Auditors Report on the financial statements of the Company forms part of the Annual Report. There is no qualification, reservation, or adverse remark in the Auditors Report, which calls for any comment or explanation.

Further, during the year under review, the Auditor has not reported any matter under Section 143(12) of the Companies Act, 2013, therefore, no detail is required to be disclosed pursuant to Section 134(3) (ca) of the Companies Act, 2013.

33. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company in its Meeting held on 05th August, 2025 has appointed CS Namita Buche, Practicing Company Secretary, Nagpur as Secretarial Auditor of the Company to undertake secretarial audit of the Company for the financial year 2024-25.

Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the Financial Year 2024-25 is set out in the Annexure- D to this report and forms part of the Boards Report. There are no qualification, observation or adverse remarks made by the Secretarial Auditor in the Secretarial Audit Report, which calls for any comment or explanation.

The Board of Directors of the Company on the recommendation of the Audit Committee, has recommended the appointment of CS Namita Buche, Practicing Company Secretary, Nagpur at the ensuing Annual General Meeting to conduct the Secretarial Audit of the Company for the period of 5 years i.e. commencing from FY 2025-2026 till FY 2029-2030 at a remuneration to be recommended by the Audit Committee/Board of Directors and approved by the Shareholders of the Company.

34. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and on recommendation of Audit Committee, M/s. Bhasin Datar Associates, Chartered Accountants, Nagpur were appointed as the Internal Auditors of the Company to periodically audit the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements.

The Company ensures reliability in conducting its business, precision and comprehensiveness in maintaining accounting records and anticipation and detection of frauds and errors. There were no adverse remarks or qualification on accounts of the Company marked by the Internal Auditors.

35. COST RECORD / AUDIT:

The Company does not fall within the provisions of Section 148 of Companies Act, 2013 read with Rules made thereunder, therefore, the requirement of maintenance of cost records are not applicable to the Company.

36. PARTICULARS OF EMPLOYEES:

The statement of particulars of employees pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure- Annexure-A, which is annexed hereto and forms part of the Boards Report.

37. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS:

• CORPORATE GOVERNANCE:

The disclosure requirements as prescribed under Para C of the Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘LODR) are not applicable to the Company pursuant to Regulation 15(2) of the LODR as the Company is listed on the SME Exchange.

• FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the FY 2024-25 under review, there is no occasion wherein the Company failed to implement any Corporate Action. As such, no specific details are required to be given or provided.

• PAYMENT OF LISTING AND DEPOSITORIES FEES:

The listing fees payable to the National Stock Exchange of India Limited within the due date.

The Company, has also duly paid the requisite custodian and other fees to the National Securities Depository Limited (NSDL) and Central Depository Service India) Limited (CDSL).

• MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the Regulation 34(2)(E), and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, The Management Discussion & Analysis Report is presented in a separate section forming part of this Annual Report.

• STATEMENT OF DEVIATIONS AND VARIATIONS:

In compliance with the provisions of Regulation 32(8) of Listing Regulations, there has been no Deviation(s) and / or Variation(s) in the utilization of the fund raised from the Initial Public Offer (IPO) as disclosed in the Companys Prospectus dated 30th October, 2023 for the period ended March 31, 2025, as it has been utilized for the purpose for which funds was raised.

• LINK OF DIVIDEND DISTRIBUTION POLICY

The Company is not amongst the top 1000 listed entities based on market capitalization, hence the provisions are not applicable to the Company.

• DEMATERIALISATION OF SHARES:

As on 31st March 2025, the entire 100% issued, subscribed and paid-up share capital i. e. equity shares of the Company were held in dematerialized form through depositories namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSIL).

38. ANNUAL RETURN:

In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 3lst March 2025 has been uploaded on the website of the Company at https://www.microproindia.com/investor-relations.

39. CREDIT RATING OF SECURITIES:

During the F.Y. 2024-25 under review, the Company has neither issued nor required to obtain credit rating of its securities. As such, no specific details are required to be given or provided.

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

The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace and has also constituted an Internal Complaints Committee(s) in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure and can register their complaints against sexual harassment.

The details as per Sub-rule (5) of Rule 8 of Companies (Accounts) Rules, 2014, are as under:

Sr. No. Particulars
(a) Number of complaints of sexual harassment received in the year	Nil
(b) Number of complaints disposed off during the year	Nil
(c) Number of cases pending for more than ninety days	Nil

41. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company has duly complied with the applicable provisions of the Maternity Benefit Act, 1961, and the rules made thereunder. Adequate measures have been taken to ensure that all eligible female employees are granted maternity benefits as per the statutory requirements. The Company remains committed to providing a safe, inclusive, and supportive work environment for women, including during maternity and childcare periods

42. GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or events concerning the same during the year under review:

(a) Details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

(b) Details relating to deposits covered under Chapter V of the Companies Act, 2013.

(c) The Company has neither filed any application nor any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review. The Company has not availed one time settlement with respect to any loans from banks or financial institutions.

(d) The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013 as issued by the Institute of Company Secretaries of India (ICSI).

43. ACKNOWLEDGEMENT:

The Board desires to place on record its grateful appreciations for the excellent assistance and co-operation extended by Government Agencies, and continued support extended to the Company by the bankers, investors, vendors, esteemed customers, professionals/consultants and other business associates/institutions. Your Directors also wish to place on record their deep sense of appreciation to all the employees of the Company for their unstinted commitment and valuable contribution for sustainable growth of the Company.

	For and on behalf of the Board of Directors Micropro Software Solutions Limited
Date: 30th August, 2025	SANJAY YADAVRAO MOKASHI	MEHER SHREERAM POPHALI
Place: Nagpur	MANAGING DIRECTOR	WHOLE-TIME DIRECTOR
	DIN: 01568141	DIN: 01568099