Octaware Technologies Ltd Directors Report

TO THE MEMBERS OF OCTAWARE TECHNOLOGIES LIMITED

The Directors are pleased to present their 21st Annual Report on the business and operations of the Company and the financial accounts for the year ended 31st March 2026.

Financial Highlights:

(Amount in Lakhs)

Particulars	Standalone		Consolidated
	Current Year 2026	Previous Year 2025	Current Year 2026	Previous Year 2025
Revenue from operations	923.40	653.65	1,752.57	1,575.10
Other Income	0.00	0.03	19.23	12.77
Total Expenses	913.70	650.43	2,166.14	1,562.89
Prior Period Expenses	0.00	0.00	1.80	0.00
Profit/(Loss) before Tax	9.69	3.25	(396.14)	24.98
Less: Provision for Tax
Current Tax	5.98	0.00	5.98	1.31
Current Tax (MAT)	0.00	0.54	0.00	0.00
Deferred Tax	(2.55)	(6.77)	88.60	(4.52)
Prior Period Income Tax Written off	2.76	0.00	11.17	0.00
Profit/(Loss) after Tax	3.50	9.48	(501.89)	28.19
Transfer to Reserve	0.00	0.00	0.00	0.00
Reserves and Surpluses	591.89	588.39	472.06	1,023.92
Earnings per share (Rs.)	0.10	0.26	(13.98)	0.77

Company Performance:

On consolidated basis, the revenue from operations for FY 2026 is INR 1,752.57 Lakhs against INR 1,575.10 Lakhs in the previous year. The Loss after tax is INR 501.89 Lakhs against Profit of INR 28.19 Lakhs during the previous year.

On a Standalone basis, the revenue from operations for FY 2026 is INR 923.40 Lakhs against INR 653.65 Lakhs in the previous year. The profit after tax is Rs. 3.50 Lakhs against INR 9.48 Lakhs during the previous year.

Your Directors are putting their best efforts to improve the performance of the Company.

During the financial year under review, Walking Tree Technologies Private Limited ("WalkingTree") entered into a Share Purchase Agreement dated August 12, 2025 with Mr. Mohammed Aslam Qudratullah Khan, Promoter of the Company, for acquisition of 12,48,000 equity shares representing 34.76% of the voting share capital of the Company.

Pursuant to the aforesaid transaction and in compliance with the applicable provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, WalkingTree made an Open Offer to the public shareholders of the Company for acquisition of up to 9,34,400 equity shares representing 26.02% of the voting share capital of the Company.

Upon completion of the Open Offer and consummation of the acquisition contemplated under the Share Purchase Agreement, WalkingTree acquired the agreed equity shares of the Company. Consequently, the aggregate shareholding of WalkingTree increased to 16,60,700 equity shares, representing 46.25% of the equity share capital of the Company, resulting in a significant change in the shareholding and control structure of the Company.

The strategic association with WalkingTree is expected to complement the Companys existing capabilities in Microsoft technologies and enterprise solutions with WalkingTrees capabilities in Artificial Intelligence, digital engineering, data platforms and emerging technologies. The association is expected to strengthen the Companys technological capabilities, service offerings and ability to address evolving digital transformation requirements of its customers.

The Board believes that this strategic development will provide opportunities for leveraging combined technological expertise, strengthening the Companys market positioning and pursuing sustainable business growth.

Reserve & Surplus:

Your Company does not propose to transfer any amount to the reserves for the Financial Year 2025-26.

Statement of Companys Affair:

Presently, the primary business of the Company is in the business of software development and IT services.

Detailed information on the operations of the Company and details on the State of Affairs of the Company of the Company is covered in the Management Discussion and Analysis Report attached to this report.

Change in nature of Business of the Company:

There has been no change in the nature of business of the Company.

Material Changes:

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March, 2026 and the date of this Report.

Dividend:

The Board of Directors has decided to retain the profits for the financial year 2025- 26 for the Companys business requirements. Accordingly, no dividend is recommended for the financial year under review.

Share Capital:

The paid-up Equity Share Capital as on 31st March, 2026 was INR 3,59,05,700. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013:

Pursuant to Section 134(3)(g) of the Companies Act, 2013 details of Loans, Guarantees and Investments covered as at 31st March, 2026 under the provisions of Section 186 of the Companies Act, 2013 are detailed below:

Particulars	As at 31.03.2026 INR (in Lakhs)
NON CURRENT INVESTMENTS
Unquoted - Non-traded, Fully paid Equity Shares (In subsidiaries)
Octaware Gulf FZE 21 shares of AED 1,00,000 each	366.59
Octaware Information Technologies Pvt Ltd (1583829 shares of INR 10 each) (1,38,889 shares of INR 10 each issued at a premium of INR 26 per share)	208.38
Octaware Gulf QFC (1 share of QAR 1,00,000 each)	19.13

 

LOANS	As at 31.03.2026 INR (in Lakhs)
Octaware Information Technologies Pvt Ltd	60.93
Octaware Co, KSA	0.11

Public Deposit:

During the year under review, your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

Report on Subsidiaries, Associates and Joint Venture Companies:

During the financial year Company has following Wholly Owned Subsidiaries, Subsidiary and Step down Subsidiaries namely:

(i) Octaware Gulf FZE (WOS)

(ii) Octaware Gulf QFC at Qatar (WOS)

(iii) Octaware Information Technologies Pvt Ltd (Subsidiary)

Following are the step-down subsidiary of the company:

(i) Octaware Co. KSA

Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard- 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries.

Further, a separate statement containing the salient features of the financial statements of subsidiaries of the Company in the prescribed form AOC-1 has been enclosed along with Consolidated Financial Statements.

In terms of provisions of Section 136 of the Companies Act, 2013, the Company shall place separate audited accounts of the Subsidiary Companies on its website at compliance@octaware.com.

Financial performance of the Subsidiary Companies during the year are as follows:

(Rs in Lakhs)

Particulars	Total Income	Total Expenditure	Net Profit before tax	Net profit after tax	Share Capital	%age of Shareholding by the Company
Octaware Gulf FZE	346.75	568.80	(222.06)	(222.06)	536.55	100
Octaware Gulf QFC	634.30	626.05	8.25	6.97	25.80	100
Octaware Information Technologies Pvt Ltd	156.60	276.27	(121.47)	(219.76)	173.27	99.42
Octaware Co. KSA	0.72	58.74	(58.02)	(58.02)	2.50	Nil

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The Company is engaged in the Information Technology (IT) sector and does not undertake any manufacturing activities. Considering the nature of its business operations, the energy consumption of the Company is not significant. Accordingly, no disclosures required under Section 134 of the Companies Act, 2013. The details of Foreign exchange earnings outgo are:

(Rs.in Lakhs)

Particulars	2025-26	2024-25
Foreign exchange earnings	692.98	606.65
Foreign exchange outgo	2.30	0.00

Listing:

The Company was listed on the BSE Limited. The annual listing fees for the Financial Year 2026-27 to BSE has been paid.

Corporate Governance:

Corporate Governance is all about ethical conduct, openness, integrity and accountability of an enterprise. Good Corporate Governance involves a commitment of the Company to run the business in a legal, ethical and transparent manner and runs from the top and permeates throughout the organization. It involves a set of relationships between a companys management, its Board, shareholders and Stakeholders. It is a key element in improving the economic efficiency of the enterprise. Credibility offered by Corporate Governance helps in improving the confidence of the investors - both domestic and foreign, and establishing productive and lasting business relationship with all stakeholders.

At Octaware Technologies Limited Corporate Governance is more a way of business life than a mere legal obligation. Strong governance practices of the Company have been rewarded in the Company.

The Company is listed on the SME Platform of BSE Limited. Pursuant to Regulation 15(2)(b) of the SEBI (LODR) Regulations, 2015, the provisions of Paras C, D and E of Schedule V relating to Corporate Governance are not applicable to the Company.

Board of Directors:

During the year under review the following changes were made in the board:

(i) Mr Shahnawaz Aijazuddin Shaikh who retires by rotation in AGM held on 30th September, 2025 was re-appointed as Director in pursuant to the provisions of Section 152 of the Companies Act, 2013.

(ii) Mr Alok Ranjan and Mr Pradeep Lavania were appointed as Additional Director w.e.f.23rd January, 2026. Their appointment as an ordinary

Director of the Company is placed before the Members for consideration. The Board recommends the resolution for adoption by the members.

(iii) Mohammed Siraj Moinuddin Gunwan and Mr Shahnawaz Aijazuddin Shaikh resigned from Directors w.e.f. 30th January, 2026.

The board of the Directors of the Company as on 31st March, 2026 constitutes the following:

Name	DIN	Designation	Category
Mr Mohammed Aslam Qudratullah Khan	00016438	Managing Director	Executive Director
Mr Alok Ranjan	02290342	Additional Director	Executive Non- Independent Director
Mr Pradeep Lavania	03556845	Additional Director	Non-Executive Non- Independent Director
Mr Narayanan Krishnan	07342596	Director	Non-Executive Independent Director
Ms Vidya Hemakar Shetty*	08631765	Director	Non-Executive Independent Director
Ms Rabia Khan**	08355059	Director	Non-Executive Independent Director

*Resigned w.e.f. 13.08.2026 **Resigned w.e.f. 08.09.2026

Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr Mohammed Aslam Qudratullah Khan, Director will retire by rotation at the ensuing AGM, and being eligible, offer himself for re- appointment in accordance with the provisions of the Companies Act, 2013.s

Ms Divya Mittal was appointed as Additional Director in the Independent Director category w.e.f.20th August, 2026 for a term of 5 years. Her appointment as an ordinary Independent Director of the Company is placed before the Members for consideration. The Board recommends the resolution for adoption by the members.

The brief resume of the Director who is to be appointed/ re-appointed in the ensuing Annual General Meeting, the nature of their expertise in specific functional areas, name of companies in which the Director has held directorships, committee memberships/chairmanships and his shareholding, etc. are furnished in Corporate Governance Report forming part of the Annual Report as well as an Annexure to the Notice of AGM.

Pursuant to provisions of Section 134(3) (d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6).

Key Managerial Personnel:

During the year under review, the Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Name	Designation
Mr Mohammed Aslam Qudratullah Khan	Managing Director & Chief Executive Officer
Mr Muqeem Habeeb Shaikh1	Company Secretary
Ms Kanika Singhal2	Company Secretary
Ms Shivangi Gupta3	Company Secretary
Mr Shahnawaz Aijazuddin Shaikh4	Chief Financial Officer
Mr Venkatesan Devanathan5	Chief Financial Officer

1 Resigned w.e.f.31.03.2026

2 Appointed w.e.f.28.04.2026 and resigned w.e.f.13.08.2026

3 Appointed w.e.f.20.08.2026

4 Resigned w.e.f.10.08.2026

5 Appointed w.e.f.08.09.2026

Cost records and cost audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

Policy on Directors appointment and Policy on remuneration:

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as Annexure 1 respectively, which forms part of this report.

Particulars of remuneration of Directors/ KMP/Employees:

The statement containing the particulars of the top ten employees and the employees drawing remuneration in excess of the limits prescribed under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. However, in terms of the provisions of Section 136 of the Companies Act, 2013, this Annual Report is being circulated to the Members excluding the aforesaid statement.

The said statement is available for inspection by the Members at the Registered Office of the Company during business hours on all working days for a period of twenty-one days preceding the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy of the said statement may submit a written request to the Company, and the same shall be made available upon request.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 2 which forms part of this report.

Number of Meetings of the Board:

During the Financial Year 2025-26, 6 (Six) number of Board meetings were held. Attendance of the Directors are given in the Corporate Governance Report attached with this report.

Performance Evaluation of the Board, its Committees and Individual Directors:

Pursuant to applicable provisions of the Companies Act, 2013 and SEBI Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Boards focus, regulatory compliances and Corporate Governance, etc. Similarly, for evaluation of Individual Directors performance, the questionnaire covers various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc.

Board members had submitted their response on a scale of 5 (excellent) - 1 (poor) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had met separately without the presence of Non- Independent Directors and the members of management and discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Directors performance. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process.

Composition of Audit Committee:

As on 31st March, 2026, the Audit Committee of the Company comprises the following directors:

Name	Designation	Category
Mrs Rabia Khan	Independent Director	Chairperson
Mrs Vidya Hemakar Shetty	Independent Director	Member
Mr Narayanan Krishnan	Whole Time Director	Member

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

Statutory Auditors and their Report:

M/s DGMS & Co., Chartered Accountants (Firm Registration No. 0112187W), were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on September 25, 2022, to hold office until the conclusion of the Annual General Meeting to be held in the year 2026.

Upon completion of their tenure, the Board of Directors has recommended the appointment of M/s JBK & Associates, Chartered Accountants (Firm Registration No. 026227N), as the Statutory Auditors of the Company, subject to the approval of the members at the ensuing Annual General Meeting, for such term as stated in the Notice convening the Annual General Meeting.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditors Report are self-explanatory.

Secretarial Auditors and their Report:

Pursuant to the provisions of Section 204 of the Act read with Rule 9 Managerial Personnel Rules and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board of Directors had appointed M/s R&D Company Secretaries, Practicing Company Secretaries as Secretarial Auditors to conduct the secretarial audit of the Company for the financial year ended 31st March 2026. The Secretarial Audit Report issued by them is annexed as Annexure - 3 to this Report.

Observation of Secretarial Auditor:

• During the period under review, it was observed that certain e-forms required to be filed under the applicable provisions of the Companies Act, 2013 and the rules made thereunder were filed beyond the prescribed timelines with payment of applicable additional fees.

• During the period under review, the Company has not fully complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government, particularly Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors and/or Secretarial Standard-2 (SS-2) on General Meetings, with respect to certain procedural requirements relating to convening, conducting and maintaining records of such meetings.

• The financial statements of the Company for the financial year ending March 31, 2025 were not signed by the Company Secretary of the Company in terms of the requirements of Section 134 of the Companies Act, 2013.

• During the year under review, the Company extended financial assistance to its subsidiary company to support its business requirements. The said loan was granted without charging interest and without obtaining the requisite approval under Section 185 of the Companies Act, 2013. Accordingly, there were certain deviations from the applicable provisions of Sections 185 and 186(7) of the Companies Act, 2013. The Company has taken note of the same and shall ensure due compliance with the applicable statutory requirements going forward.

Management Explanation:

• The Management submits that certain statutory e-forms were filed beyond the prescribed timelines due to procedural and administrative reasons. The requisite forms have subsequently been filed with the Registrar of Companies along with the applicable additional fees. The Company has strengthened its internal compliance monitoring mechanism to ensure timely filing of statutory forms and returns going forward.

• The Management acknowledges that there were certain procedural deviations in compliance with the applicable provisions of Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings during the year under review. The deviations were primarily procedural in nature. The Company has taken note of the observations and has initiated appropriate measures to strengthen its processes relating to convening, conducting and maintenance of records of Board and General Meetings to ensure due compliance with the applicable Secretarial Standards going forward.

• The Management submits that the financial statements of the Company for the financial year ended March 31, 2025 were inadvertently not signed by the Company Secretary as required under Section 134 of the Companies Act, 2013. The Company has taken note of the procedural lapse and has strengthened its internal review mechanism to ensure that the financial statements are duly authenticated by all the persons required under the applicable provisions of the Companies Act, 2013 in future.

• During the year under review, the Company extended financial assistance to its subsidiary company considering its business and operational requirements. While extending such financial assistance, the requisite approval under Section 185 of the Companies Act, 2013 was not obtained and no interest was charged on the said loan, resulting in deviation from the applicable requirements of Sections 185 and 186(7) of the Companies Act, 2013. The Management has taken note of the observation and is taking appropriate corrective measures, as may be permissible under the applicable provisions of law. The Company has also strengthened its internal review and approval process in relation to inter-corporate loans and financial assistance to ensure due compliance with the applicable statutory requirements going forward.

Directors Responsibility Statement:

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, the Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) That they had 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 at the end of the financial year and of the profit and loss of the Company for that period;

c) That they 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) That they had prepared the annual accounts on a going concern basis;

e) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Corporate Social Responsibility (CSR):

The Company does not come under the purview of Section 135 of the Companies Act, 2013 in relation to Corporate Social Responsibility.

Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government:

The Statutory Auditors and Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

Internal Financial Controls System:

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Companys IFC system also comprises due compliances with Companys policies and Standard Operating Procedures (SOPs) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks, the Internal Auditors and various transaction auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board. During the year the Internal auditors have also been engaged for providing assistance in improvising IFC framework (including preparation of Risk & Control Matrices for various processes) and deployment of Self-Assessment Tool.

Details of internal financial control and its adequacy in compliance with the provisions of Rule 8 (5)(viii) of Companies (Accounts) Rules, 2014 are included in the Management Discussion and Analysis Report, which forms part of this Report.

Risk Management Policy:

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this programme, each Function and Unit addresses opportunities and risks through a comprehensive approach aligned to the Companys objectives. The Company has laid down procedures to inform the Audit Committee

as well as the Board of Directors about risk assessment and management procedures and status.

Sustainability is embedded in the Corporate Enterprise Risk Management programme, which gives an opportunity to increase the effectiveness of risk management practices and for improving business efficiency. The Companys social and environmental policies correlate strongly with the risk management strategy and ultimately the financial performance.

This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies. The current risk slate and the comprehensive risk policy have been further redefined during the year. The major risks forming part of the Enterprise Risk Management process are linked to the audit universe and are covered as part of the annual risk based audit plan.

Vigil Mechanism Policy:

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

Compliance with Secretarial Standards:

During the year under review, the Company has generally complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, except for certain procedural deviations, which have been suitably noted and addressed by the Company.

Prevention of Sexual Harassment:

The Company in its endeavor for zero tolerance towards sexual harassment at the workplace has in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability etc. All women associates (permanent, temporary, contractual & trainees) as well as any women visiting the Companys office premises or women service providers are covered under this Policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. The Directors further state that during the year under review, there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Annual Return:

As per Section 134(3)(a) of the Companies Act, 2013, the Annual Return referred to in Section 92(3) has been placed on the website of the Company https://octaware.com under the Investors.

Details of Application Made or Any Proceeding Pending Under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) During the Year Along with Their Status as at the End of the Financial Year:

During the year under review, no application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

Details of difference between amount of the Valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial institutions along with the reasons thereof:

During the year under review, no such valuation was required to be done.

Contracts or arrangements with related parties under section 188(1) of the Companies Act, 2013:

Particulars of contracts or arrangements with Related Parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 are given in Annexure-4 forming part of this Report. Notes to Accounts cover information on Related Party Transactions entered into by the Company. All contracts / arrangements entered with Related Parties in terms of Section 188(2) of the Companies Act, 2013 were in the ordinary course of business and on an arms length basis.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concerns status and companys operations in future:

The Company has not received any significant or material orders passed by any regulatory Authority, Court or Tribunal which shall impact the going concern status and Companys operations in future.

Acknowledgements:

Your Directors place on record their gratitude to the Central Government, State Governments and Companys Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

	By order of the Board
	For Octaware Technologies Limited
	Mohammed Aslam Qudratullah Khan DIN: 00016438	Alok Ranjan DIN: 02290342 Director
Date: 08.09.2026 Place: Mumbai	Managing Director Address: I-14, Mahindra Park, Narayan Nagar, LBS Marg, Ghatkoper, Mumbai-400 086, Maharashtra	Address: A-1404, Sri Sairam Towers, Vinayaka Nagar, Manjeera Pipeline Road, Hafeezpet, K.V. Rangareddy-500 049, Telangana