Sofcom Systems Ltd Directors Report

Dear Shareholders,

Your directors have pleasure in presenting before you the 31 st Directors Report on the Business and Operations of the Company together with the audited Financial Statements for the year ended March 31, 2026.

The Board places on record its sincere appreciation and gratitude to all the shareholders for their continued trust and support in the Company. Your confidence has been instrumental in enabling the Company to pursue its strategic objectives and strengthen its market position. The Board remains committed to maintaining the highest standards of corporate governance, transparency and accountability, while focusing on sustainable growth, long-term value creation and safeguarding the interests of all stakeholders.

Financial Performance:

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards (Ind AS) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and the provisions of the Companies Act, 2013 (Act).

The summarized financial highlights are depicted below:

(Rs. in Lakhs.)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from operations	19.25	801.60	101.38	828.21
Other Income	12.56	1.21	15.85	1.21
Total Income	31.81	802.81	117.22	829.42
Total Expenditure	24.23	731.54	38.48	757.75
Profit before tax	7.58	71.27	78.74	71.67
Less: Tax expense	3.62	(6.13)	23.27	(6.13)
Profit for the year (PAT)	3.96	77.40	55.47	77.40

Financial Highlights:

The total income of the Company for the year ended March 31, 2026 was Rs. 31,81,000/- as against the total income of Rs. 8,02,81,000/- for the previous year ended March 31, 2025.

The total Consolidated income of the Company for the year ended March 31, 2026 was Rs. 1,17,22,000/- as against the total income of Rs. 8,29,42,000/- for the previous year ended March 31,

2025.

The Company has earned a Net Profit after Tax of Rs. 3,96,000/- for the year under review as compared to Net Profit of Rs. 77,40,000/- in the previous year.

The Company has reported a consolidated net profit after tax of Rs. 55,47,000/- for the financial year 2025-26 as compared to Net Profit of Rs. 77,40,000/- in the previous year.

Dividend:

During the period under review, the Board of Directors foresees a reasonable use of excess cashflow, and profits generated, and thus they do not recommend any dividend on Equity Share Capital for the financial year 2025-26.

Investor Education and Protection Fund (IEPF):

Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of Dividend remaining unclaimed/unpaid for a period of 7 (seven) years and/or unclaimed Equity Shares which are required to be transferred to the Investor Education and Protection Fund (IEPF).

Credit Rating:

As the company has not issued any debt instruments, there is no requirement to obtain a credit rating for the financial year 2025-26.

Amount transferred to Reserve:

During the year, the Company has transferred Rs. 3,96,000/- in reserve. The profit earned during the year has been carried to the balance sheet of the Company.

For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2026, please refer to the Statement of Changes in Equity included in the Standalone and Consolidated financial statements.

Dividend Distribution Policy:

As the company is not among the top 1,000 listed entities based on market capitalization, the obligation to establish a Dividend Distribution Policy is not applicable.

Company Affairs :

1) Business Segments: The Company operates in a single business segment

2) Change in status of the Company: Status of the Company is Public Limited. There is no change during the period under review.

3) Key Business Developments: There is no key Business development in the company during Financial Year 2025-26

4) Change in FY: There is no change in Financial Year.

5) Capex Programmes: During the Financial Year under review, the Company has made capital expenditure (CAPEX) on various assets in the ordinary course of its business, The details of such capital expenditure are set out in Note No. 1 for Standalone Audited financial statement and in Note no. 1 in Consolidated Audited Financial statement of the Company.

CHANGE IN NATURE OF BUSINESS:

There has been no change in the objects of the Company. Business is being conducted as per the objectives described in the Memorandum of Association of the Company. There has been no material change in the line or nature of business that the Company is operating in.

CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

During the financial year 2025-26, there was no change in the Registered Office of the Company. However, subsequent to the close of the financial year, the Registered Office of the Company was shifted from Flat No. 802, Sheel Mohar Apartment, D-36, Subhash Marg, C-Scheme, Jaipur, Rajasthan - 302001, India to Block No. 501, Takshshila Apartment, Majuragate, Surat, Gujarat - 395001, India with effect from June 22, 2026.

Sr. No.	Particulars	Amt (?)
A.	AUTHORISED SHARE CAPITAL
	2,65,00,000 Equity Shares of face value of Rs.10/- each	26,50,00,000
B.	ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL
	2,42,04,120 Equity Shares of face value of Rs.10/- each	24,20,41,200

DEBT STRCUTURE:

Standalone Debt Structure (Amt in Z)

Secured Debt	-
Unsecured Debt	73,17,000

Consolidated Debt Structure (Amt in ?)

Secured Debt	-
Unsecured Debt	1,05,66,000

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

The Constitution of the Board of Directors and other disclosure related to the Board of Directors are given in the Report on Corporate Governance.

Disclosure by Directors:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Board Meeting:

Regular meetings of the Board are held at least once in 120 days, inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at the registered office of the Company.

During the year under review, Board of Directors of the Company met 14 (Fourteen) times, viz

April 15, 2025	May 01, 2025	May 20, 2025	May 30, 2025
June 11, 2025	June 16, 2025	August 14, 2025	September 05, 2025
November 04, 2025	November 13, 2025	November 14, 2025	February 13, 2026
February 14, 2026	February 19, 2026

The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Report on Corporate Governance.

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has 3 (Three) Non-Executive Independent Directors and 2 (Two) Additional Non-Executive Independent Directors as on March 31 st 2026. In the opinion of the Board of Directors, all above mentioned Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under Listing Regulations and they are Independent of Management.

A separate meeting of Independent Directors was held on March 03, 2026 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board that is necessary for the board of directors to effectively and reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://sofcomsystemslimited.com/.

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1) (b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2025-26. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for re-appointment as Independent Directors and are independent of the Management.

The following Independent Directors have been appointed during F.Y. 2025-26:

Sr. No.	Name	Designation	Date of Appointment
1	Mr. Pratik Ketanbhai Jani	Non - Executive - Independent Director	February 19, 2026
2	Mr. Brijesh Jamanbhai Sanghani	Non - Executive - Independent Director	February 19, 2026

Key Managerial Personnel

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013, Mrs. Priti Apurvbhai Shah resigned as Managing Director and Chief Financial Officer effective April 30, 2025 (originally appointed on October 7, 2023). Following her resignation, the Board appointed Ms. Tanvi Jay Rupawala to both positions with effect from May 1, 2025. Furthermore, Ms. Dharaben Jagdishbhai

Patel continues to serve as the Company Secretary and Compliance Officer since her appointment on October 2, 2023.

Performance Evaluation

In terms of the requirement of the Act and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with the aim to improve the effectiveness of the Board and the Committees. During the year under review, the Board has carried out an annual evaluation of its own performance, performance of the Directors, as well as the evaluation of the working of its committees. The exercise was led by the Chairman of the NRC along with the Chairman of the Board.

The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The criteria for Evaluation of Board, Individual Directors and Committees are included in Report on Corporate Governance which is the part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors 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 or loss of the Company for that year;

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 Directors had prepared the annual accounts for the year ended March 31, 2026 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that 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 were adequate and operating effectively.

COMMITTEES OF BOARD:

There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Details of all the Committees along with their composition and meetings held during the year are provided in the Report on Corporate Governance, a part of this Annual Report.

Vigil Mechanism

The Company has established a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethic policy. The said mechanism also provides for adequate safeguards against victimization of director(s)/Employee(s) who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The details of establishment of such mechanism have been disclosed in the Boards Report. Further, the Policy on Vigil Mechanism is available on the website of the Company at https://sofcomsystemslimited.com/

Policy on Directors Appointment and Remuneration

The Board, on the recommendation of the Nomination and Remuneration Committee, has framed the policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.

Pursuant to Section 134(3) of the Companies Act, 2013, the Nomination and Remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Companys website at https://sofcomsystemslimited.com/. There has been no change in the policy during the year.

We affirm that the remuneration paid to Directors, KMP, Senior Management Personnel and other employees is in accordance with the remuneration policy of the Company.

PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure - A.

The statement containing employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to members excluding this annexure. In terms of Section 136 of the Act, the said annexure will be for inspection. Any shareholder interested in obtaining a copy of the same may write to Company Secretary.

ACQUISITIONS, DIVESTMENTS, INVESTMENTS AND MERGERS:

No Acquisitions, Divestment, Investments and Mergers have been made during the F.Y. 2025-26.

INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on March 31, 2026, your Company had 1 (One) Subsidiary Company. In accordance with Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 is attached as Annexure 1.

In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of its subsidiary, are available on website of your Company at https://sofcomsystemslimited.com/.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2026.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement for the year ended on March 31, 2026.

ANNUAL RETURN:

The Extract of Annual Return of the company as on March 31, 2026 is available on the companys website and can be accessed at https://sofcomsystemslimited.com/.

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TRANSACTIONS WITH RELATED PARTIES:

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and/or entered in the Ordinary Course of Business and are at Arms Length. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013, and Listing Regulations. There were no contracts, arrangements or transactions which were executed otherwise than in the ordinary course of business and/or at arms length basis. Further, there were no related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions and thus disclosure in Form AOC-2 is not required.

Members may refer to the notes to the accounts for details of related party transactions entered as per Indian Accounting Standard - 24. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the SEBI LODR Regulations.

In line with the requirements of the Companies Act, 2013 and the Listing Regulations, your Company has formulated a Policy on Related Party Transactions. The Policy on Materiality of and dealing with Related Party Transactions as approved by the Board is uploaded on the Companys website https://sofcomsystemslimited.com/. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY:

Internal control systems and procedures in the Company are commensurate with the size and the nature of Companys business and are regularly reviewed and updated by incorporating changes in regulatory provisions in order to safeguard the assets and to ensure reliability of financial reporting.

APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company had appointed Ms. Tanvi Jay Rupawala (DIN: 10698868), Managing Director as a Designated person in the Board meeting held on September 10, 2026 and the same will be reported in Annual Return of the company.

AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013

As certified by the Auditors in their Audit Report, Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except the audit trail feature is enabled, for certain direct changes to database when using certain privileged /administrative access rights enabled.

MATERIAL CHANGES AND COMMITMENT:

Pursuant to the provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is hereby informed that during the period from the end of the

financial year, i.e., March 31, 2026, till the date of this Report, there have been no material changes and commitments affecting the financial position of the Company.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a safe, respectful, and inclusive work environment, our Company is committed to preventing any form of sexual harassment at the workplace. Although the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 do not mandatorily apply to us due to our workforce size being fewer than ten employees, we uphold the spirit of the law and adhere to high standards of workplace ethics.

During the financial year 2025-26, the Company has received nil complaints on sexual harassment. MATERNITY BENEFITS

The Board of Directors acknowledges the significance of maternity benefits in promoting a supportive, equitable, and inclusive workplace culture. While the Company may not fall within the mandatory applicability criteria of the Maternity Benefit Act, 1961, we remain firmly committed to the well-being of our employees.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not covered under purview of the provisions of Section 135 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and hence the details in respect of development and implementation of CSR by the Company are not included in this report.

LIQUIDITY

Your Company maintains sufficient cash to meet our strategic objectives. We clearly understand that the liquidity in the Balance Sheet is to ensure balance between earning adequate returns and the need to cover financial and business risks. Liquidity also enables your Company to position itself for quick responses to market dynamics.

RISK MANAGEMENT:

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

The Management considers the following before concluding any material decision:

a) various elements of risk which, in the opinion of the Board, may threaten the existence of the company and

b) strategy to mitigate such risks.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

PARTICULARS	REMARKS
A) CONSERVATION OF ENERGY:
> the steps taken or impact on conservation of energy;	The Company is taking due care in the use of electricity in the office.
> the steps taken by the company for utilizing alternate sources of energy;	The Company usually ensures optimum utilisation of energy.
> the capital investment on energy conservation equipments;	No capital investment on energy Conservation equipment made during the financial year.
B) TECHNOLOGY ABSORPTION:
> the efforts made towards technology absorption;	NA
> the benefits derived like product improvement, cost reduction, product development or import substitution;	NA
> in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	NA
(a) the details of technology imported;	NA
(b) the year of import;	NA
(c) whether the technology been fully absorbed;	NA
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Not applicable since 5 years period is over	NA
> the expenditure incurred on Research and Development	NA

(c) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Foreign Exchange earned in terms of Earning: NA

actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	Outgo: NA

CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Certificate of the Practicing Company Secretary with regards to compliance with the conditions of Corporate Governance is annexed to the Boards Report as Annexure - B &

Annexure - C .

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

SECRETARIAL AUDITOR AND THEIR REPORT:

The Company has appointed M/s. Deepti & Associates, Practicing Company Secretary, to conduct the secretarial audit of the Company for the financial year 2025-26, as required under Section 204 of the Companies Act, 2013 and Rules there under.

Furthermore, the Secretarial Audit Report of Avian Consultancy Services Private Limited, a material subsidiary of the Company, is annexed to this report as Annexure-1.

The Company has received certificate dated September 08, 2026, from M/s. Deepti & Associates, Practicing Company Secretary, confirming that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as director of companies by the SEBI/Ministry of Corporate of Affairs or any such authority and Annual Secretarial Compliance Report dated May 28, 2025 for the FY 2025-26. Both Certificates are annexed to this report as an Annexure - F & Annexure - J.

SECRETARIAL AUDITORS OBSERVATION IN SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in the prescribed Form No. MR-3 is annexed as Annexure E and forms an integral part of this Report. The Secretarial Auditor has made certain qualifications/observations in the said Report for the year under review, and the comments of the Board of Directors thereon are as follows:

Sr. No.	Secretarial Auditor Qualifications	Response of the Board of Directors
1	The Company has submitted the Consolidated Cash Flow Statement with BSE under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on June 20, 2025, in respect of the quarter and financial year ended March 31, 2025, as against the prescribed due date of May 30, 2025.	The company has duly paid Fine of Rs. 1,12,100/- and compliance officer will ensure timely filing to the Exchange in future.
2	The company has submitted SDD Certificate under Regulation 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 with BSE for the quarter ended on June 30, 2025, it was filed on 03.09.2025 for which due date was 21.07.2025	The company will take Extra precautions for avoidance of such non-compliance.
3	The Company has submitted the integrated governance report with BSE under Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on August 15, 2025, in respect of the quarter ended June 30, 2025, as against the prescribed due date of July 30, 2025.	The company will take Extra precautions for avoidance of such non-compliance.
4	The Company has published advertisement in the newspaper under Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on August	The company will take Extra precautions for avoidance of such non-compliance.
	19, 2025, in respect of the Unaudited Financial Results for the quarter ended on June 30, 2025, as against the prescribed due date of August 16, 2025.
5	The Company has submitted the Statement on Shareholder Complaint with BSE under Regulation 13(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on August 15, 2025, in respect of the quarter ended June 30, 2025, as against the prescribed due date of July 30, 2025.	The company has duly paid Fine of Rs. 18,880/- and compliance officer will ensure timely filing to the Exchange in future
6	The Company has submitted the Shareholding Pattern with BSE under Regulation 31(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on August 18, 2025, in respect of the quarter ended June 30, 2025, as against the prescribed due date of July 21, 2025.	The company has duly paid Fine of Rs. 66,080/- and compliance officer will ensure timely filing to the Exchange in future.
7	The Company has submitted the Voting Result with BSE under Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on October 04, 2025, as against the prescribed due date of October 01, 2025	The company has duly paid Fine of Rs. 11,800/- and compliance officer will ensure timely filing to the Exchange in future.
8	There was a 4-day delay in filing Form DIR- 12 for the appointment of Ms. Tanvi Jay Rupawala as Managing Director and CFO. The form was filed on June 04, 2025, against the statutory due date of May 31, 2025	The Company has duly filed the form with the requisite late fees. The Compliance Officer will ensure timely filing of all such statutory forms in the future.
9	There was a 9-day delay in filing Form MGT- 15 for the AGM held on September 29, 2025. The form was filed on November 07, 2025, against the statutory due date of October 29, 2025.	The Company has duly filed the form with the requisite late fees. The Compliance Officer will ensure timely filing of all such statutory forms in the future.
10	There was a 7-day delay in filing Form MGT- 14 to adopt the new set of Articles of Association in accordance with the Companies Act 2013. The form was filed on November 05, 2025, against the statutory due date of October 29, 2025.	The Company has duly filed the form with the requisite late fees. The Compliance Officer will ensure timely filing of all such statutory forms in the future.

STATUTORY AUDITOR AND THEIR REPORT:

M/s P M S H P S & Co., Chartered Accountants, (Firm Registration No. 121366W), were appointed as the Statutory Auditor of the Company to fill the casual vacancy caused due to the resignation of the previous auditor and have audited the financial statements for the Financial Year 2025-26. The Auditors Report on the Financial Statements forms an integral part of this Annual Report.

The Board of Directors of the Company, on recommendation of the Audit Committee, proposes the appointment of M/s P M S H P S & Co., Chartered Accountants as the Statutory Auditors of the Company for a further term of 5 (five) consecutive years, commencing from the conclusion of this 31 st Annual General Meeting until the conclusion of the 36 th Annual General Meeting of the Company, subject to approval of the members of the company in Annual General Meeting.

INTERNAL AUDIT & CONTROL:

The Company has appointed M/s. Tamakuwala & Co., Chartered Accountants (FRN No.: 114137W), as its Internal Auditors for a period of five (5) financial years commencing from the Financial Year 202526 up to Financial Year 2029-30. They will be responsible for evaluating and improving the Companys internal audit, controls, systems, and processes. The Company has implemented adequate internal financial controls commensurate with its size, scale, and complexity of operations, ensuring the accuracy and reliability of financial reporting

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

DATA PRIVACY, DATA PROTECTION AND CYBER SECURITY

The Company is committed to upholding the highest standards of data privacy and protection. In light of the increasing reliance on digital infrastructure, the Company has implemented comprehensive cyber security and data protection policies, aligned with industry best practices and the evolving regulatory framework, including provisions under the Information Technology Act, 2000, and applicable data protection regulations.

The Company continues to invest in digital infrastructure to ensure robust protection of stakeholder information and business continuity.

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MAINTENANCE OF COST RECORD:

Since the company does not fall under the prescribed class of companies, our Company is not required to maintain cost records.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2:

The applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly complied with by your Company.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your directors further 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 or they are not applicable to the Company;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iv) There is no revision in the Board Report or Financial Statement;

(v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;

(vi) There was no failure to implement any Corporate Action during the year.

(vii) The securities of the Company were not suspended from trading anytime during the year.

(viii) To the best of our knowledge and belief, there are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which can have a material impact on the business of the Company.

(ix) 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 to which the financial statements relate and the date of this report.

(x) There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

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APPRECIATIONS AND ACKNOWLEDGEMENT:

Your directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Companys endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

Registered office:	For and on behalf of Board of Directors
Block No. 501, Takshshila Apartment,	SOFCOM SYSTEMS LIMITED
Majuragate, Nanpura, Surat, Gujarat, India, 395001	CIN: L72200GJ1995PLC179598

	Sd/-	Sd/-
Date: September 10, 2026	Tanvi Jay Rupawala	Denish Shashikant Marwadi
Place: Surat	Managing Director	Director
	DIN:10698868	DIN:10699241