SRIT India Ltd Directors Report

TO:

THE MEMBERS,

M/S. SRIT INDIA LIMITED

(CIN: U72200KA1999PLC025692)

The Board of Directors of your Company has great pleasure in presenting the 26th Annual Report together with Audited Financial Statements for the Financial Year ended on 31st March, 2025 highlighting the business and operations of the Company.

1. FINANCIAL HIGHLIGHTS

Standalone Revenue from Operations comprising of Sales and Services including other Income for the Financial Year ended 31st March, 2025 is Rs.3,634.49 mn as compared with Rs.2,499.91 mn during the previous year. The Consolidated Revenue is Rs.3,729.04 mn as compared with Rs.2,543.66 mn during the previous year. The details are summarized below:

(Amount in Indian Rupees Million)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	3,576.49	2,449.75	3,674.13	2,499.74
Other Income	58.00	50.16	54.91	43.92
Total Income	3,634.49	2,499.91	3,729.04	2,543.66
Total Expenditure	3,236.92	2,219.13	3,321.19	2,272.30
Profit / (Loss) before Depreciation	410..79	284.01	426.09	280.51
Less: Depreciation	13.22	3.23	18.24	9.15
Profit / (Loss) after Depreciation	397.57	280.78	407.85	271.36
Exceptional & Extraordinary items	0.00	0.00	0.00	0.00
Profit / (Loss) before Tax	397.57	280.78	407.85	271.36
Less: Tax Expenses (Net including deferred tax)	98.98	74.73	106.43	82.90
Profit After Tax	298.59	206.05	301.42	188.46

2. OPERATIONAL HIGHLIGHTS AND STATE OF AFFAIRS

SRIT India Limited have emerged stronger, setting the stage for sustainable growth and long-term value creation. The Company is poised to become a Software & ICT Powerhouse. Whether it is implementing SRIT?s Clinical or Radiological software, Electronic Medical Record Software or ICU/Accidents & Emergency management software for Aditya Birla Memorial Hospitals in Pune or CKB hospitals and their 64 IVF clinics pan-India or SHALBY?s 17 hospitals pan-India, or Revenue Cycle Management with Health Insurance Contracts & Claims Management for KINGS College of Medicine London Hospitals, whether it is implementing AI-based intelligent Transport Management project for the Transport Ministry or AI-based High-speed Enforcement project for the Traffic Policing authorities state-wide, or implementing SRIT?s E-District software for States of Odisha and Chhattisgarh or end-to-end computerization of Forensic Labs for a large State?s Home Ministry, or implementing Revenue Cycle Management and Network Management software for a High-Speed Broadband-Internet Network, SRIT has begun delivering such multi-faceted, multi-disciplinary technology projects.

More importantly, SRIT has now begun delivering technological projects of higher value. Examples are, Rs.3570 mn project for State-wide Forensic Labs, Rs.4500 mn project to set up IP-MPLS technology network, Rs.2510 mn project to replace VSAT with 4G technology for 15,000 ATMs of a leading nationalized bank, Rs.2570 mn supply-chain management project for state-wide distribution of beverages (excise) across ~5500 retail outlets, Rs.1510 mn High-Speed Enforcement project for the Transport Ministry,Rs.1000 mn project to deploy a national health insurance software and Rs.970 mn project to design-develop-deploy state-wide municipal governance system for a Central Indian State.

Further, SRIT has begun:

• delivering projects in the Cybersecurity space – set up a Cyber Security Operations Centre for a statewide Electricity Distribution Organization, cybersecurity software implementations for a State?s Forensic Lab organization, and country?s Ordinance Factories.

• technology implementation for a large FMCG corporation to secure their consumer products (such as Ghee Sachets, Milk, Dosa Batters) against counterfeiting and allow consumers to authenticate the genuineness of the product.

• implementing 4G Technology that will ensure seamless & uninterrupted transactions across 15,000 ATMs for large Indian Nationalized Bank.

• implementing Smart-Card-based Welfare Management System for all construction laborers across all 31 districts in a State and implementing a Connected Health Eco System with Point of Care Medical Devices in 100 Mobile Medical Units which keeps touring the labor worksites across the state of Karnataka and ensure detailed medical checks of every labor workforce at their respective work sites.

The Company is tracking all its initiatives in accordance with a well thought-out, carefully planned and objectively analyzed manner.

FUTURE BUSINESS PLANS / PROSPECTS

• Having already begun implementing technologies to secure fast-moving consumer goods against counterfeiting, SRIT has begun examining AI-based solutions in the Fraud, Waste, and Abuse areas for the Health Insurance Claims Engine that SRIT has just about begun building.

• Having already implemented RFID based Logistic Management Solution for Madhya Pradesh Education Dept (all its textbooks) and track & trace technologies for beverage production, sourcing and distribution across 5000 retail outlets spread across all 38 districts of Tamil Nadu State, SRIT has begun investing significant time and efforts in securing more contracts in the track & trace technologies.

• Having already begun implementing Smart-Card-based Welfare Management System for all construction laborers and Connected Health Eco System with Point of Care Medical Devices in 100 Mobile Medical Units across districts of Karnataka State and ensure labor force medical checks, SRIT has begun proposing this success model for other States.

• SRIT in consortium with its technology partner has recently won Assam?s Integrated Finance & Treasury Management Solution (IFMS) contract. The Company will soon begin proposing IFMS for other States.

• For SRIT?s AI initiatives, we are drawing up a policy that would mean humanizing Agentic AI – that is, a combined agents and human approach in technology because though Agentic AI is powerful, but without human oversight/alignment, it will merely result in scaled automation. At SRIT, therefore, we will be implementing a system where agents are treated as staff members, complete with onboarding processes and human mentors who delegate responsibilities, thus emphasizing the importance of matching autonomy with purpose.

The future prospects are undoubtedly bright. The Company?s annual revenue has grown from Rs.1530 mn to Rs.2499 mn to Rs.3670 mn (31st March 2025). The Company has a healthy order book and a strong pipeline that will ensure exponential growth in the years to come.

SUBSIDIARIES: STRENGTHENING OUR GLOBAL FOOTPRINT

The Company?s Qatar Operations has begun in full swing, now executing its very first project valued Rs.1000 mn.

The Company?s UAE subsidiary is currently being registered with the UAE Company Registrar?s office and the very first project planned to be acquired is in the SCM space.

The Company has begun receiving export orders from Southeast Asian country Philippines, East African countries such as Uganda and West African countries such as Nigeria.

STRATEGIC PRIORITIES FOR F Y 26. AND BEYOND

Looking ahead, our strategic focus will be on:

• Expanding our E-Health and E-Governance portfolios, deepening our market reach and meeting the evolving needs of automating the processes of hospitals, clinics, and governmental organizations.

• Strengthening our international presence particularly in Asia, Middle East & Africa, to leverage emerging market opportunities.

• Introducing newer revenue streams such as undertaking SCM projects.

3. SUBSIDIARY COMPANIES

The Company has the following three subsidiaries:

SRIT Healthcare Solutions Private Limited

# SRIT Enterprise Solutions Private Limited

# RICT India Private Limited

(# Voluntary Struck off on 3rd June, 2025)

Highlights of Performance of the Subsidiaries are as under:

SRIT Healthcare Solutions Private Limited

Total income for the Financial Year 2024-25 was Rs.0.69 mn as compared to Rs.0.03 mn during the previous Financial Year. The Company made a loss (after tax) of Rs.0.13 mn during the current Financial Year as compared to loss (after tax) of Rs.0.28 mn during the previous Financial Year.

SRIT Enterprise Solutions Private Limited

Total income for the Financial Year 2024-25 was Rs.3.72 mn as compared to Rs.12.37 mn during the previous Financial Year. The Company made a profit (after tax) of Rs.0.76 mn during the current Financial Year as compared to loss (after tax) of Rs.6.1 mn during the previous Financial Year.

RICT India Private Limited

Total income for the Financial Year 2024-25 was Rs.479 mn as compared to Rs.387 mn during the previous Financial Year. The Company made a profit (after tax) of Rs.4.90 mn during the current Financial Year as compared to loss (after tax) of Rs.5.30 mn during previous Financial Year.

Further, a Statement containing the salient features of the Financial Statements of subsidiaries in the prescribed format AOC-1 is appended as Annexure 1 to the Board?s report.

None of the Companies have become or ceased to be subsidiaries during the year under review.

The Company does not have any Joint Venture or Associate Company.

4. DIVIDEND

With a view of the conservation of resources, the Board of Directors have not proposed any dividend for the Financial Year 2024-25.

5. TRANSFER TO RESERVES AND SURPLUS

No amount is transferred to the General reserves account for the year ended 31st March, 2025.

6. MEETINGS OF THE BOARD

The Board met 10 times during the year under review, viz., 3rd April 2024; 10th May 2024; 12th June, 2024; 8th July, 2024; 8th August 2024; 2nd September, 2024; 20th September 2024; 23rd October, 2024; 31st December, 2024; and 17th January, 2025. The maximum interval between two meetings of the Board is within the time limits prescribed under Section 173 of the Act.

The names of the Directors, the number of Meetings held during the Financial Year 2024-25 and their attendance at the Board Meetings are as under:

Name of Directors	Designation	Total Number of Meetings held	Number of Meetings attended	Last Annual General Meeting held on 28/09/2024
Dr. Nambiar Raghavan Madhusoodan	Chairman and CEO	10	10	Yes
Mrs. Prasaktha Vakkiyl Nambiar	Whole-Time Director	10	10	Yes
Mr. Martin Poovakulam Chacko	Director	10	10	Yes
Mr. Ramachandran Ravichandran	Director	10	2	No

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

During the year under review, there was no change in the Composition of Board of Directors of the Company. The Board consists of the following Directors as on 31st March, 2025:

Sl. No. DIN	Name	Designation
1 00882507	Dr. Nambiar Raghavan Madhusoodan	Chairman and CEO
2 02389642	Mrs. Prasaktha Vakkiyl Nambiar	Whole Time Director
3 01747011	Mr. Martin Poovakkulam Chacko	Director
4 10416022	Mr. Ramachandran Ravichandran	Director

The Board of Directors further confirms that none of the Directors are disqualified as on 31st March, 2025 within the meaning of Section 164(2) of the Companies Act, 2013.

b) Key Managerial Personnel

During the year under review, there were following changes in the Key Managerial personnel of the Company:

Sl. No. Name	DIN / ACS/FCS	Designation	Changes
1. Dr. Nambiar Raghavan Madhusoodan	00882507	Chairman and CEO	No change
2. Mrs. Deepshikha Sharma	ACS 27046	Company Secretary	Resigned w.e.f. 31.12.2024
3. Ms. Geetha Desikachari	FCS 12998	Company Secretary	Appointed w.e.f. 17.01.2025

8. CHANGES IN SHARE CAPITAL

a) BUY-BACK OF SECURITES AND PAID-UP CAPITAL

During the year under review the Company bought back 67,12,400 Equity Shares of Rs.10/- each. Consequently, the paid-up share capital of the Company reduced from Rs.26,94,66,020/- divided into 2,69,46,602 Equity Shares of Rs.10/- each to Rs.20,23,42,020/- divided into 2,02,34,202 Equity Shares of Rs.10/- each.

b) SPLITTING UP OF SHARES

During the year under review, the Company has sub-divided its Equity Shares of the face value Rs.10/- each into two Equity Shares of the face value of Rs.5/- each. Due to sub-division of Equity Shares the number of Equity Shares has gone up from 2,02,34,202 Equity Shares of Rs.10/- each to 4,04,68,404 Equity Shares of Rs.5/-.

There was no change in the total paid-up share capital due to this sub-division.

c) AUTHORISED CAPITAL

The Authorised Share Capital of the Company was Rs.155,15,00,000/- divided into 155,150,000 Equity Shares of Rs.10/- each. However, due to sub-division of Equity Shares of the face value of Rs.10/- each into two Equity Shares of the face value Rs.5/- each, the number of Equity Shares has increased to 310,300,000 Equity Shares of Rs.5/- each. There was no change in Authorised Capital due to the sub-division.

d) BONUS SHARES

During the year under review, there was no Bonus issue of Equity Shares.

e) ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS, SWEAT EQUITY SHARES AND EMPLOYEES STOCK OPTIONS

During the Financial Year under review, the Company has not issued any shares with differential voting rights nor granted stock option nor Sweat Equity.

f) RIGHT ISSUE OF SHARES

There was no right issue of shares during the year.

9. CORPORATE SOCIAL RESPONSIBILT Y POLICY

The Company has formulated a Corporate Social Responsibility (CSR) Policy in compliance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy, along with the composition of the CSR Committee and other details, is annexed to this Report as Annexure II.

10. DIRECTORS RESPONSIBILIT Y STATEMENT

The Board of Directors in terms of Section 134 (3) (c) states that:

a. In the preparation of the annual accounts for the year ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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 year.

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

d. The Directors have prepared the annual accounts on an accrual basis under cost convention and

e. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year 2024–25 is available on the Company?s website at the following link: https://www.sritindia.com/investor .

12. AUDITORS AND AUDITOR?S REPORT

M/s. Sethia Prabhad Hegde & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 11th November, 2023, for a term of three years, covering the Financial Years from 2023–24 to 2025–26. However, M/s. Sethia Prabhad Hegde & Co. have submitted their resignation as Statutory Auditors of the Company on 27th June, 2025 after signing the Financial Statements.

Consequently, on the recommendation of the Audit Committee, the Board has proposed the appointment of M/s. Brahmayya & Co., Chartered Accountants (FRN: 000515S), Bengaluru as the Statutory Auditors of the Company to hold office for a term of five consecutive years commencing from Financial Years from 2025–26 to 2029–30 (i.e., till the conclusion of 31st Annual General Meeting), subject to the approval of the shareholders at the Annual General Meeting.

M/s. Brahmayya & Co. have furnished their consent to act as the Statutory Auditors of the Company along with a certificate confirming their eligibility under Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

13. AUDITOR?S REPORT

The Auditor?s Report dated 19th June, 2025 issued by M/s. Sethia Prabhad Hegde & Co., Statutory Auditors on the Company?s standalone and consolidated Financial Statements for the Financial Year ended 2024-25 is part of the Annual Report. The Notes on Financial Statements referred to in the Auditors? Report are self-explanatory and do not call for any further comments. There are no qualifications or observations made by the Statutory Auditor in the said Report. During the Financial Year 2024-25, the Statutory Auditors had not reported any matter under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3) of the Act.

14. INTERNAL AUDIT REPORT

M/s. Hariharasudan & Associates (Firm Registration No.015183S), the Internal Auditors of the Company, have submitted the internal audit reports for the year and the Board.

15. DEPOSITS

The Company has not accepted deposits either from members or public within the meaning of Section 73 or 76 of Companies Act, 2013 read with Rules made thereunder.

16. LOANS FROM DIRECTORS

During the year under review the Company has obtained unsecured loan from Directors of the Company, for which they have given declarations to the effect that the Loan amount is not being given out of funds acquired by them by borrowings or accepting loans or deposits from others.

The Details of Loan from Directors as below:

(Amount in Indian Rupees Million)

Name of the Director	Balance As on 01st April 2024	Addition During the Year (receipts)	Reduction During the Year (payment)	Interest During the Year	Balance as on 31st March 2025
Dr. Nambiar Raghavan Madhusoodan	00	186.08	00	5.64	191.72
Mrs. Prasaktha Vakkiyl Nambiar	0.50	47.91	0.50	2.04	49.95
Mr. Martin Poovakulam Chacko	0	46.25	0.10	1.97	48.12
TOTAL	0.50	280.24	0.60	9.65	289.79

17. MATERIAL CHANGES OCCURRED BET WEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

A. CONVERSION FROM PRIVATE LIMITED TO PUBLIC LIMITED COMPANY

Pursuant to the consent of the members at the Extraordinary General Meeting held on 28th April, 2025.

The Company obtained approval from the Registrar of Companies, Karnataka, for the said conversion.

Accordingly, the name of the Company has been changed from SRIT India Private Limited to SRIT India Limited with effect from 16th May, 2025.

B. RE-.APPOINTMENT OF DR. NAMBIAR RAGHAVAN MADHUSOODAN AS CHAIRMAN & MANAGING DIRECTOR

Consequent upon the conversion of the Company into a Public Limited Company and applicability of Section 197 of the Companies Act, 2013 pertaining to managerial remuneration, Dr. Nambiar Raghavan Madhusoodan (DIN: 00882507) has been re-appointed for a period of five years with effect from 28th April, 2025 to 27th April, 2030 and re-designated as the Chairman & Managing Director. His appointment was regularized by shareholders at the EGM held on 28th May, 2025.

C. RE-.APPOINTMENT OF MRS. PRASAKTHA VAKKIYL NAMBIAR AS WHOLE TIME DIRECTOR

Consequent upon the conversion of SRIT into a Public Limited Company and applicability of Section 197 of the Companies Act, 2013 pertaining to managerial remuneration Mrs. Prasaktha Vakkiyl Nambiar (DIN: 02389642) has been re-appointed as a Whole-time Director for a period of five years with effect from 28th April, 2025 to 27th April, 2030. Her appointment was regularized by shareholders at the EGM held on 28th May, 2025.

D. APPOINTMENT OF MR. MARTIN POOVAKKULAM CHACKO AS WHOLE TIME DIRECTOR

Mr. Martin Poovakkulam Chacko (DIN: 01747011), who is a Director of SRIT and was also the Whole Time Director in RICT India Private Limited, the subsidiary company of SRIT, has been appointed as a Whole-time Director of SRIT for a period of five years with effect from 28th April, 2025 to 27th April, 2030. He has since relinquished his position as the Whole Time Director of RICT but continuing as a Director. His appointment was regularized by shareholders at the EGM held on 28th May, 2025.

E. RECONSTITUTION OF BOARD OF DIRECTORS WITH INDEPENDENT DIRECTORS

Consequent upon SRIT becoming a Public Limited Company, the Company appointed Independent Directors as Additional Directors in compliance with the provisions of Companies Act, 2013. These appointments were regularized by shareholders at the EGM held on 28th May, 2025.

Sl. No. Name of Independent Directors	DIN
1. Mr. Sadasivan Girish Kumar	03385073
2. Mr. Rangan Thiyagarajan	06906198
3. Mr. Karthick Varadarajan	00220097

F. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Board hereby confirms that the Company has received necessary declaration from each of the Independent Directors under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

G. CONSTITUTION OF VARIOUS COMMIT TEES OF BOARD OF DIRECTORS OF THE COMPANY

The Board has constituted the various Committees as under: -

SL.NO NAME OF THE COMMITTEES	COMPOSITION
1. Audit Committee	Mr. Rangan Thiyagarajan, ID –Chairman
	Mr. Karthick Varadarajan (ID), Member and
	Mrs. Prasaktha Vakkiyl Nambiar – Member
2. Stakeholders? Relationship Committee	Mr. Karthick Varadarajan, (ID) -Chairman
	Mr. Rangan Thiyagarajan, (ID) – Member
	Mr. Martin Poovakkulam Chacko – Member
3. Nomination & Remuneration Committee	Mr. Sadasivan Girish Kumar, (ID) – Chairman
	Mr. R Thiyagarajan, (ID) – Member
	Mr. Ramachandran Ravichandran (Non-Executive Director) – Member
4. Corporate Social Responsibility Committee	Mr. Martin Poovakkulam Chacko – Chairman
	Mrs. Prasaktha Vakkiyl Nambiar – Member
	Mr. Karthick Varadarajan, (ID) – Member
5. Risk Management Committee	Dr. Nambiar Raghavan Madhusoodan – Chairman
	Mr. Sadasivan Girish Kumar (ID) – Member
	Mr. Martin Poovakkulam Chacko – Member.

The Company Secretary shall act as a Secretary to all the above Committees.

H. APPOINTMENT OF KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rule 8 and Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following appointments of Key Managerial Personnel (KMP) were made:

1. Appointment of Mr. Manesh M. George as the Chief Financial Officer (CFO) and the Key Managerial Personnel (KMP) of the Company with effect from 28th April 2025.

2. Appointment of Ms. Nidhi Hitesh Vaswani as the Company Secretary and Compliance Officer and the Key Managerial Personnel (KMP) of the Company with effect from 21st May 2025.

I. STRIKE OFF

The Registrar of Companies (ROC), vide its mail dated 3rd June, 2025 approved the striking off the following subsidiaries of SRIT India Limited from the Register of Companies:

• SRIT Enterprise Solutions Private Limited.

• SRIT Healthcare Solutions Private Limited.

This was carried out as part of a voluntary strike-off process in accordance with the applicable provisions of the Companies Act, 2013.

J. EMPLOYEE STOCK OPTION PLAN, 2025.(ESOP 2025)

The Shareholders of the Company, at the Extra-Ordinary General Meeting held on 28th April, 2025, approved implementation of Employees Stock Option Plan, 2025 (ESOP 2025), by way of special resolution, authorizing the Board of Directors / Nomination and Remuneration Committee to Grant Stocks not exceeding 30,00,000 Equity Shares (Options) having a face value of Rs.5/- (Rupees Five only) each, to the eligible Employees in one or more tranches, from time to time. The allotment shall be made on such terms and conditions as may be determined by the Board of Directors / Nomination and Remuneration Committee, in accordance with the ESOP 2025 Policy in due compliance with all applicable laws, rules and regulations.

K . CONVERSION OF LOAN INTO EQUIT Y

During the year under review, the Company continued to avail unsecured loans from its Promoter Directors to meet urgent funding requirements towards product development, organic growth initiatives and other business needs. As on 31st March, 2025 the total outstanding principal loan amount was Rs. 28,02,34,800. As per the Loan Agreement between the Company and the Promoter Directors, the above principal loan amount was converted into Equity Shares by the following procedures as laid down under Section 62(3) of the Companies Act, 2013 and other applicable laws.

L . PRIVATE PLACEMENT OF EQUIT Y SHARES

The Shareholders of the Company, by way of special resolution, approved the issue of equity shares on a private placement basis, in one or more tranches, for an aggregate amount not exceeding Rs. 28,50,00,000/- (Rupees Twenty-Eight Crores Fifty Lakhs Only). The action on private placement will be undertaken in accordance with Sections 42 and 62(1)(c) of the Companies Act, 2013 and other applicable laws.

18. DIRECTORS RETIRING BY ROTATION

In compliance with Section 152(6) of Companies Act, 2013 pursuant to conversion of Company into a Public Company, Dr. Nambiar Raghavan Madhusoodan (DIN: 00882507) Chairman & Managing Director, shall retire by rotation at the Annual General Meeting and being eligible offers himself for re-appointment.

19. RISK MANAGEMENT

The Risk Management Policy is in compliance with Section 134(3) (n) of the Companies Act 2013 which requires the Company to lay down procedure for risk assessment and procedure for risk minimization. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management.

The Board ensures that all the current and future material risk exposures of the company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management. The Company enables compliance with all appropriate laws and regulations, wherever applicable, through the adoption of best practices.

The Board of Directors of the Company periodically reviews and evaluates the risk management system of the Company so that the management controls the risks through properly defined network.

20. RELATED PART Y TRANSACTIONS

The Company entered transaction with the related parties within the meaning of Section 188 of the Companies Act, 2013 during the year under review. A detailed report in Form AOC-2 on contracts and arrangements made during the Financial Year, which is in the ordinary course of business and at arm?s length transactions, have been reported in Annexure III and attached hereto. The disclosure of transactions with Related Party for the year under review is given in Notes No.2.36 to the Balance Sheet.

21. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company did not grant any loan or provide any guarantee as per the provisions of section 186 of the Companies Act, 2013.

However, the Company has invested Rs.0.12 mn in Sharp and Turner LLP during the year under review.

22. SECRETARIAL AUDIT REPORT

The Company is not required to annex Secretarial Audit Report, as the Company was Private Limited Company during the year under review.

23. COST RECORD AND COST AUDIT REPORT

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is not applicable to the Company.

24. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to Financial Statements commensurate with the nature and size of the Company.

25.A. CONSERVATION OF ENERGY

Particulars with respect to conservation of energy pursuant to rule 8 (3) A of the Companies (Accounts) Rules 2014 –

Sl. No Particulars	Steps/Amount
1. Steps taken or impact on conservation of energy	Nil
2. Steps taken by the Company for utilizing alternate sources of energy	Nil
3. Capital investment on energy conservation equipment?s	Nil

B. COMMITMENT TO SUSTAINABILT Y

SRIT is committed to protecting and preserving natural resources. SRIT is focusing on reducing energy consumption, optimizing code, and adopting green practices throughout the software development lifecycle. SRIT is also choosing energy-efficient hardware, implementing sustainable data centre practices, and designing software for longevity and resource efficiency. In addition, the SRIT is prioritizing transparency about its environmental impact and proactively communicating its sustainability efforts to stakeholders.

C. TECHNOLOGY ABSORPTION

Particulars with respect to technology absorption pursuant to Rule 8(3) B of the Companies (Accounts) Rules 2014 are not given since the Company has not spent any amount towards technology absorption.

D. FOREIGN E XCHANGE EARNING AND OUTGO

Information pursuant to Rule 8(3) C of the Companies (Accounts) Rules

(Amount in Rupees mn)

Particulars	2024-25	2023-24
Foreign Exchange earnings	230.58	295.97
Foreign Exchange outgo	140.54	254.21

26 REMUNERATION PAID TO DIRECTORS

During the year under review, the remuneration paid to Directors of the Company is as per below details.

(Amount in Indian Rupees Million)

SL. No. Name of the Director	Salary paid during the year
1 Dr. Nambiar Raghavan Madhusoodan	13.22
2 Mrs. Prasaktha Vakkiyl Nambiar	4.67

27 PARTICULARS OF EMPLOYEES

Pursuant to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, the details of the employees who were drawing remuneration more than prescribed limits are given in Annexure IV.

28 DISCLOSURE UNDER THE SE XUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL). ACT, 2013.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Following are other details:

Sl. No. Particulars
1. Number of complaints received	NIL
2. Number of complaints disposed	NIL
3. Number of cases pending over 90 days	NIL

29 DISCLOSURE UNDER MATERNIT Y BENEFIT ACT, 1961.

The Company declare that they have complied with Maternity Benefit Act, 1961.

31. GENERAL:

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

a. No significant orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company?s operations in future.

b. There was no change in the nature of business.

c. Provisions relating to Vigil Mechanism have been complied with by the Company.

d. There was no instance of a one-time settlement with any Bank or Financial Institution,

e. The Board confirms that there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 initiated by or against the Company.

f. The Board confirms that no offence or fraud has been committed in the Company or by its officers or employees pursuant to Section 143(12) of the Act.

g. No cases of child labour forced labour, involuntary labour, sexual harassment and discriminatory employment were reported in the Financial Year 2024-25.

h. The Company has complied with the applicability of Secretarial Standards issued by ICSI

31. CAUTIONARY STATMENT:

The Board?s Report may contain certain statements describing the Company?s objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company is not obliged to update any such forward-looking statements. Some important factors that could influence the Company?s operations comprise economic developments, changes in government regulations, tax laws, litigation and industrial relations.

32. ACKNOWLEDGEMENT

The Board acknowledges with gratitude the co-operation and support extended by its Customers, Vendors, Bankers and Government Authorities during the year under review.

The Board also wishes to record its appreciation for the dedication and commitment by the Employees / Associates for the growth and development of the Company during the year under review and look forward to their continued support going forward.

For and on behalf of the Board of Directors of SRIT INDIA LIMITED,

(Dr. Nambiar Raghavan Madhusoodan)	(Mr. Martin Poovakulam Chacko)
Chairman & Managing Director	Whole Time Director
(DIN No.00882507)	(DIN No.01747011)
Place Bengaluru
Date 30th June 2025