Upon completion of another successful year of your Company’s operations, we are immensely pleased to
share the performance of the Company with all of you for the Financial Year 2024-25 and hereby present to
you the 25th (Twenty-Fifth) Board Report forthe Financial Year (‘FY’) ended March 31,2025.

Incorporated in India on June 12, 2000, Excelsoft Technologies Limited (‘ETL’), was a private limited
company till September 16, 2024, and with effect from September 17, 2024 ‘ETL’ was converted into a
public limited company.

As we progress towards the 25th (Twenty-Fifth) year since we started this journey at ‘ETL’, we are
enthused to share with our members the ‘BR’ as follows.

COMPANY’S PHILOSOPHY

Our Company is committed to achieving and maintaining the highest standards of Corporate
Governance. We believe in transparency, ethical conduct, accountability, compliance with all
statutory and regulatory requirements, and in enhancing stakeholders’ value sustainably.

STATE OF COMPANY’S AFFAIRS. FINANCIAL PERFORMANCE SUMMARY & HIGHLIGHTS

The financial statements of the Company have been prepared in conformity with Indian
Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended (Ind AS) and otheraccounting principles
generally accepted in India. Management evaluates all recently issued or revised accounting
standards on an ongoing basis.

Your Company had a total of 5 (Five) subsidiary companies, all of them are wholly owned
subsidiaries of which 4 (Four) are incorporated outside India and 1 (One) incorporated in India.

After the closure of the Financial Year 2024-25 and as on the date of this report, ‘Freedom to Learn
Limited’, ceased to be subsidiary.

The Company discloses stand-alone and consolidated audited financial results on an annual
basis.

Key aspects of your Company’s financial performance for the FY 2024-25 are tabulated below:

Note: Previous year figures have been regrouped wherever necessary.

Note: INR (“Indian Rupees”)

PERFQ RMANCEOV E RVIE W

During the reporting FY, your directors inform that there was an increase in overall Turnover,
Profitability and otherfinancial performance metrics.

Your Directors are confident in achieving higher revenue and profits in the coming years too, as
the markets are expanding and your Company is geared up to harness the opportunities arising
in the geographies where it operates. Your Company has proactively worked on enhancing its
products and services offerings through innovations using latest technologies.

KEY EVENTS

During the FY under review, the Company has taken a significant step towards its proposed Initial
Public Offering (IPO) by filing the Draft Red Herring Prospectus (DRHP) with the Securities and
Exchange Board of India (SEB!) and as on date of this report has received “In Principle Approval”
from BSE Limited and National Stock Exchange of India Limited.

CHANGE IN NATURE QF BUSINESS

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

REVIEW OF BUSINESS & OUTLOOK
BUSINESS DEVELOPMENT

Both, new customer acquisitions and new partnerships were part of the business development
activity in the FY 2024-25.

Efficient mining has ensured increase in the revenues from big ticket customers in North America,
United Kingdom, India, Singapore and Middle East markets. Our relationship with key customers
has strengthened further. Additional products and services are being added in various market(s).

Your Company has acquired customers for the new suite of Artificial Intelligence (‘Al’) tools for
tearningand assessment and is confidentthat there would be significant growth in adoption of Al
tools among our customers.

RESEARCH & DEVELOPMENT AND PRODUCT DEVELOPMENT INITIATIVES

In the FY 2024-25, there had been continued investment in the enhancements of products with
innovative features and functionalities and constant efforts to innovate and proactively
demonstrate through leadership in the domain of technology education and learning.

Our efforts are continuous and proactive in building the K12 Education Solutions - curriculum
solutions, projects and beyond-the-curriculum learning events.

CYBER SECURITY

At ‘ETL’, information security is of paramount importance, in the endeavour to maintain a robust
cyber security posture, your Company has remained abreast of emerging cyber security events
globally, to achieve higher compliance and continuity. State-of-the-art and Al enabled cyber
security solutions to have been deployed to detect and prevent malicious attempts, and
partnerships with leading cyber security providers are in place for adequate service and support.

While employees functioned effectively as a remote and hybrid workforce, the Company
continued to remain vigilant in the face of changing cyber security threats. Your Company
continues to be certified against the Information Security Management System (ISMS) Standard
ISO 27001:2013.

KEY EVENTS DURING FINANCIAL YEAR 2024-25
Conversion into a public Limited company:

Pursuantto a resolution passed in the Extra Ordinary General Meeting (EGM) of the Company held
on July 22,2024, the Company was converted from a Private Limited Company to a Public Limited
Company w.e.f. (i.e., with effect from) September 17, 2024.

Proposal to raise capital through Initial Public Offering (IPO)

The Board of Director and Members at their meeting held on February 12, 2025, approved a
proposal to raise capital through an IPO and an offer for sale.

The public issue will consist of fresh issue of Equity Shares aggregating up to INR 2,100 million
and an offer for sale of Equity Shares aggregating up to INR 4,900 million, as per the DRHP filed
with SEBI.

SHARE CAPITAL
Authorized Capital:

The authorised share Capital of the Company had been increased from existing INR 3,00,00,000/-
(Indian Rupees Three crore only) divided into 30,00,000 (Thirty Lakhs) Equity Shares of INR 10/-
(Rupees Ten Only) each, to INR 150,00,00,000/- (Indian Rupees One Fifty Crore only) divided into
15,00,00,000 (Fifteen Crore) Equity Shares of INR 10/- each (Indian Rupees Ten only).

Issued Capital.. Subscribed and Paid-up Share Capital:

The paid-up Share Capital of the Company, as on March 31,2025, is INR 100,08,41,640/- (Indian
Rupees One Hundred Crore Eight Lakh Forty-One Thousand Six Hundred and Forty Only) divided
into 10,00,84,164 (Ten Crore Eighty-Four Thousand One Hundred and Sixty-Four) equity shares of
INR 10/- each while the paid-up share capital as on March 31, 2024, was INR 1,59,59,620/-
(Indian Rupees One Crore Fifty-Nine Lakh Fifty-Nine Thousand Six Hundred and Twenty) divided
into 15,95,962 (Fifteen Lakh Ninety-Five Thousand Nine Hundred and Sixty-Two) equity shares of
INR 10/- each.

Issue of Bonus Shares:

Pursuant to the provisions of Section 63 of the Companies Act, 2013 and other applicable
provisions, if any, including Rules made thereunder (including any statutory modifications or re¬
enactment thereof for the time being in force) read with Articles of Association of the Company
and subject to the approval of the Members of the Company and also subject to such consents
and approvals as may be required from the appropriate authorities/Government, your Directors
propose to capitalize a sum of INR 98,44,34,400 (Indian Rupees Ninety Eight Crore Forty-Four
Lakh Thirty-Four Thousand Four Hundred only) out of free reserves, securities premium account
and/ or capital redemption reserve account (except the reserves created by revaluation of
assets), by issue and allotment of 9,84,43,440 (Nine Crore Eighty-Four Lakh Forty-Three
Thousand Four Hundred and Forty) fully paid-up equity shares of face value of INR 10/- (Indian
Rupees Ten Only) each as bonus shares ("Bonus Shares”) to the holders of existing fully paid-up
equity shares of face value of INR 10/- (Indian Rupees Ten Only) each of the Company, whose
names will appear in the Register of Members / Beneficial Owners’ Position of the Company as
on Record date (“Record Date”), as fixed by the Board of Directors for this purpose, in the
proportion of 60:1, that is 60 (Sixty) new bonus equity share of INR 10/- (Indian Rupees Ten Only)
each for every 1 (One) existing fully paid-up equity share of INR 10/- (Indian Rupees Ten Only)
each held by the existing shareholders, and the Bonus Shares so allotted shall be treated as an
increase in the paid-up equity share capital of the Company held by each such member and not
as income in lieu of dividend. The Bonus Shares issued and allotted shall rank pari-passu in all
respects with existing equity shares and carry the same rights as the existing fully paid equity
shares of the Company.

The increase in paid up capital was primarily due the following allotments made during the
Financial Year

The Company has not reclassified or sub-divided or consolidated or sub-divided any part of
authorized share capital and has not even reduced any part of its paid-up capital by way of capital
reduction process or buy-back of shares.

Voting rights of shares remained the same duringthe year as they were in the previous year(s).

OBTAIN INGJSLN BYNON-SMALL COMPANIES - COMPANIES (PROSPECTUS AND ALLOTMENT
OF SFOMRjTIFS) SECOND AMENDMENT RULES. 2023 OF THE COMPANIES ACT2013.

In the Light of amendments dated October 27, 2023, mandating dematerialization of shares for
private companies, your company had already obtained International Security Identification
Number for the Equity Shares (ISIN) - INE606N01019 and the facility to Dematerialize the
Shares is provided to the Members.

The Company had appointed BGSE Financials Limited as its Registrar and Transfer Agent (RTA)
and obtained an ISIN in the year 2012. During the FY 2024-25, the Company transitioned its RTA
services to MUFG Intime India Private Limited.

The shares of the Company are under dematerialization ("Demat") category and are available for
demat on National Securities Depository Limited (NSDL) and Central Depository Services Limited
(CDSL) in India. The International Securities Identification Number (ISIN) allotted to the
Company’s shares is INE606N01019. Of the entire paid-up shares 10,00,82,125 shares, 99.998%
are in dematerialized form as of March 31,2025.

LIQUIDITY AND CASH EQUIVALENTS:

Your Company has a loan of INR 2,658.87 lakhs for the year ended March 31,2025. Company
has been conservative in its investment policy overthe years, maintaining a reasonably high level
of cash and cash equivalents which enable the Company to eliminate short and medium term
liquidity risks.

The goal of cash management at ‘ETL’ is to:

a. Use cash to provide sufficient working capital to manage business operations of the
Company to be able to add value to all our stakeholders and continuously enhance the
same.

b. Maintain sufficient cash as reserves that will aid the Company in capturing meaningful
business opportunities, including acquisitions.

c. Invest surplus funds in low-risk bank deposits, debt schemes of mutual fund and secured
bonds.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees or investments made under Section 186 are furnished in
Notes No. 09 & 21 of the Audited Financial Statements as on March 31,2025.

Details of Charges created/ modified/ satisfied are given in ANNEXURE H
TRANSFER OF AMOUNT TO GENERAL RESERVES:

Your Company for the FY ended March 31,2025, has not proposed and transferred any amounts
to General Reserves.

SUBSIDIARY AND ASSOCIATE COMPANIES

Your Company has 4 (Four) wholly owned subsidiaries across the globe.

The following table provides a list of all these subsidiaries as on March 31,2025:

There has been no material change in the nature of business of the subsidiaries. There has been
an addition of subsidiary i.e. Enhanzed Education Private Limited on August 01,2024.

During the year under review, Freedom to Learn Limited, UK, wholly owned subsidiary, ceased to
be a subsidiary due to closure in accordance with the applicable legal and regulatory provisions.

A statement containing the salient features of the financial statement of our subsidiaries in the
prescribed form AOC 1 is provided as ANNEXURE Ato this Directors’ Report. The statement also
provides the details of performance and financial position of each of the subsidiaries.

Acquisition of Subs i d i ary Company

During the year, the Company successfully acquired ENHANZED EDUCATION PRIVATE LIMITED,
thereby making it a subsidiary of the Company. This strategic acquisition aligns with our growth
objectives and is expected to enhance our operational capabilities, market presence, and overall
value creation for stakeholders. The acquisition was completed in compliance with all regulatory
requirements, and the subsidiary will contribute to the Company’s long-term vision and
expansion strategy.

The Board remains committed to ensuring seamless integration and leveraging synergies to
maximize the benefits of this acquisition.

Closure of Subsidiary Company

During the year under review, the Company has completed the closure of its wholly owned
subsidiary, Freedom to Learn Limited, UK in accordance with the applicable legal and regulatory
provisions.

Associate Companies/ Joint.V.eoture

Duringthe year under review, the company did not have any associate company or joint venture.

DIVIDENDS

To strengthen the long-term prospects and ensuring sustainable increase in revenue, it is
important for your Company to evaluate various opportunities in which your Company operates.

Keeping in mind expansion activities, conservation of funds is of vital importance.

Your Directors do not recommend any dividend for the year ended March 31,2025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There have been no instances of declaration of dividend or interim dividend, and accordingly,
transfer of unpaid/unclaimed dividend to Investor Education and Protection Fund (IEPF) within
the meaning of the provisions of Section 125 of the Companies Act, 2013 and the IEPF
(Accounting, Audit, Transfer and Refund) Rules, 2016 did/does not arise as no balance of unpaid/
unclaimed dividend is lying in the unpaid dividend account.

Due to the aforementioned reasons, no shares of the Company are bound to be transferred to the
IEPF during the FY 2024-25.

DETAILS OF BOARD OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE
APPOINTED OR HAVE RESIGNED OR ANY CHANGE IN DESIGNATION

COMPOSITION OF THE BOARD OF DIRECTORS:

The Composition of the Board of Directors as on March 31,2025, was as under:

CHANGES IN DIRECTORS DURING FY 2024-25 ARE AS UNDER:

1. Change in the designation of Mrs. Shruthi Sudhanva (DIN: 06426159) from Director to
Whole Time Director of the Company and the approval of members was taken in the
Extraordinary General Meeting held on October 31,2024.

2. During the period under review, Mr. Doreswamy Palaniswamy (DIN: 01251023) who was
appointed as an Additional & Independent Director of the Company on January 07, 2025,
was regularized with the approval of members in the Extraordinary General Meeting held on
February 12, 2025.

3. During the period under review, Mr. Shivkumar Pundaleeka Divate (DIN: 10849971) who
was appointed as an Additional & Independent Director of the Company on January, 2025,
was regularized with the approval of members in the Extraordinary General Meetingheld on
February 12, 2025.

4. During the period under review, Ms. Desiraju Srilakshmi (DIN: 02538343) who was
appointed as an Additional & Independent Director of the Company on January 07, 2025,
was regularized with the approval of members in the Extraordinary General Meeting held on
February 12, 2025.

5. During the period under review, Mr. Arun Kumar Bangarpet Venkataramanappa
(DIN: 08297682) who was appointed as an Additional & Independent Director of the
Company on January 07, 2025, was regularized with the approval of members in the
Extraordinary General Meeting held on February 12, 2025.

KEY MANAGERIAL PERSONNEL:

Pursuant to Section 203 of the Act, and the Rules made thereunder, following were the Key

Managerial Personnel’s (KMP) of the Company as on March 31,2025:

CHANGES IN KMP DURING FY 2024-25 AREAS UNDER:

a. During the year under review, Mr. Dhananjaya Sudhanva was reappointed as Managing
Director w.e.f June 18, 2024.

b. During the year under review, Mr. Venkatesh Dayananda was appointed as Company
Secretary and Compliance Officer w.e.f August 23, 2024.

c. Duringthe year under review, Mrs. Sudhanva Shruthi was appointed as Whole-Time Director
w.e.f November 01,2024.

d. During the year under review, Mr. Subramaniam Ravi was appointed as Chief Financial
Officer w.e.f December 02, 2024.

MEETINGS OF THE BOARD OF DIRECTORS

During the FY 2024-25, the Board of Directors met 12 (Twelve) times, on the following dates, which
were compliant with all the requirements of the Companies Act, 2013 and Secretarial Standards.

ATTENDANCE OF DI RECTORS IN THE BOARD M E ETINGS

In terms of the requirements of the SEBI Listing Regulations, the Board has constituted Audit
Committee, Nomination & Remuneration Committee, Corporate Social Responsibility
Committee, Stakeholders’ Relationship Committee, and Risk Management Committee. The
Board has also constituted IPO Committee. Details of each of these committees outlining their
composition, terms of reference and meetings held during FY 2024-25, are outlined below.

During the FY 2024-25, alt the recommendations made by the Committees (if applicable), to the
Board of Directors were accepted by the Board and there were no instances where the
recommendations of these committees were not considered by the Board of Directors.

1. AUDIT COMMITTEE FAC’)

During the period under review, pursuant to the provisions of Section 177 of the Companies Act
2013, the composition of the AC as on March 31,2025, were as under:

AC met on the following dates duringthe period:

Vigil Mechanism / Whistle Blower Policy

The Company has constituted a Vigil mechanism / Whistle Blower mechanism to report genuine
concerns relating to unethical behaviour, actual or suspected fraud. The details are explained in
the Corporate Governance Report. The Policy is available on the Website of the Company at
https://yvww.excel.softeorp.com/wp-cop1;eiTt/uploads/gQ2S/02Atigil-Mechanism-Policy.prif
Complaint received during the under review has been dealt with appropriately under the above
policy. The Company has not received any serious complaint under Vigil mechanism / Whistle
Blower policy during the year under review.

During the period under review, pursuant to the provisions of Section 178 of the Companies Act
2013, the composition of the NRC as on March 31,2025, were as under:

3. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE {‘CSR COMMITTEE’)

During the period under review, pursuant to the provisions of Section 135 of the Companies Act
2013, the composition of the ‘CSR Committee’ as on March 31,2025, were as under:

During the year, CSR committee has been reconstituted. Following are the members of CSR
committee before reconstitution.

CSR Committee of the Board of Directors of the Company has been reconstituted comprising of
the following members of the Board of Directors on January 07, 2025.

The CSR Committee met on the following dates duringthe period:

4. STAKEHOLDER RELATIONSHIP COMMITTEE ('SRC COMMITTEE’)

During the period under review, pursuant to the provisions of SEB1 (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the composition of the ‘SRC Committee’ as on
March 31,2025, were as under:

The SRC Committee met on the following dates during the period:

5. RISK MANAGEMENT COMMITTEE (‘RISK COMMITTEE’}

During the period under review, pursuant to the provisions of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the composition of the ‘Risk Committee’ as on
March 31,2025, were as under:

The Risk Committee met on the following dates duringthe period:

Duringthe period under review, forthe purpose of convenience a new committee was constituted
by the Board of Directors at their meeting held on January 07, 2025, the composition of the ‘IPO
Committee' as on March 31,2025, were as under:

The IPO Committee met on the following dates duringthe period:

BOARD MEMBERSHIP CRITERlA

The ‘NRC’ identifies and recommends to the Board, suitable candidates for the position of
Director, based on the ‘Board Skill Matrix’ identified and approved by the Board. NRC considers
attendance, participation, contribution and involvement of the Director in discharging their
functions and in Company’s strategic matters during the Board/Committee meetings, while
recommending his/her re-appointment.

NRC ensures that the Board of Directors has an optimum composition of Directors with diversity
of thought, knowledge, perspective, age, gender, expertise and skill, which would help the
Company in attainment of its objectives.

The Board has on the recommendation of the NRC, framed a policy, which is available on the
Company’s website, https://www.excelsoftcorp.com/wp-contenVuplQads/2025lQ2ZEQllgy-0.Cb
Nomination-Remuneration.pdf, for the selection, appointment and fixation of remuneration of
the Directors and Senior Management personnels.

During the FY under review, the non-executive Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees and remuneration under
Section 195 of the Companies Act, 2013 and reimbursement of expenses, if any.

Additionally, for appointment or re-appointment of an Independent Director, NRC ensures that
the candidate fulfils the criteria of independence as prescribed under the Act and the SEBI Listing
Regulations, including independence from the management, atthetime of givingtothe Board its
recommendation.

The terms & conditions of appointment of Independent Directors are available on the Company’s
website at:

https://www,exce[softcQrp,cQm/wp--content/up[oads/2025/02/Policy-on-Nt!rninatio.n-
Remuneration,.pdf

INDEPENDENT DIRECTORS

The Board is satisfied and confirms that the following appointed duringthe year, uphold integrity,
expertise and experience including requisite proficiency to be an Independent Director of the
Company, as prescribed under the provisions of the Companies Act, 2013 and its applicable
rules.

MEETING OF INDEPENDENT DIRECTORS

Schedule [V of the Companies Act, 2013 and the Rules thereunder and SEBI Listing Regulations,
2015 mandate that the Independent Directors ofthe Company shall hold at least 1 (One) meeting
in a year, without the attendance of non-independent Directors and members of the
Management. At such meetings, the Independent Directors discuss, among other matters, the
performance of the Company and risks faced by it, the flow of information to the Board,
competition, strategy, Leadership strengths and weaknesses, governance, compliance, Board
movements, human resource matters and performance of the executive members of the Board,
including the Chairman.

The Independent Directors met on the following dates duringthe period:

DECLARATION OF INDEPENDENCE

The Company has received declarations from all Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under the provisions of
Section 149 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The criteria on the basis of which evaluation of Independent Directors was carried out during FY
2024-25, included participation and contribution to the Board’s/Committee’s decision making,
understanding of Company’s business model and industry and maintenance of independence &
disclosure of conflict of interest. During the year under review, in terms of the requirement(s) of
the Act and the SEBI Listing Regulations, annual performance evaluation of the Board, its
Committees, Chairman, other board members including Independent Directors was carried out
effectively.

EVALUATION OF BOARD. COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance
evaluation of its own performance, performance of Directors individually and working of the
Board Committees.

DIRECTORS’ RESPONSIBILITY STATEMENT

In pursuance of Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

1. In the preparation of the annual accounts for the FY 2024-25, the applicable Accounting
Standards had beenfollowed along with properexplanation relatingto materialdepartures.

2. The Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the FY and of the Income and
Expenditure of the Company for that period.

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

4. The Directors have prepared the annual accounts on a going concern basis;

5. The Directors, had laid down internalfinancial controls to be followed by the Company and
ensured that such internal financial controls are adequate and are operating effectively;
and

6. The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL
STATEMENTS

Internal financial controls are an integrated part of the risk management process, addressing
financials and financial reporting risks and your Company has set-up the internal control systems
that are suitable for the Company, which are embedded in the business processes. Also, the
Company has a well-defined delegation of power with authority limits for approving expenses and
making payments. Assurance on the effectiveness of internal financial controls is obtained
through management reviews, self-assessment, continuous monitoring by functional experts
and testing of the internal control systems by the relevant personnel during their analysis and
assessments. Further, these internal control systems are helping the management to detect
error and mistakes while recordingthe transactions, to detect frauds, in ensuringthat Company’s
assets are protected properly and safeguarded against possible misuse or loss. We believe that
these systems provide reasonable assurance that our internal financial controls are designed
effectively and are operating as intended.

Company's accounts are prepared and maintained fairly, accurately and in accordance with the
accounting and financial reporting standards which rep resent the generally accepted guidelines,
principles, standards, laws and regulations.

Your Company has a well-defined Internal Control Systems & Standards that is/are adequate and
commensurate with the size, complexity and nature of business. Clear roles, responsibilities and
authorities coupled with internal information systems ensure appropriate information flow to
facilitate effective monitoring. We have always believed that transparency, system and controls
are important factors in the success and growth of any organization.

Adequate controls are established to achieve:

1. Effectiveness and efficiency in operations;

2. Optimum utilization of resources;

3. Reliability of financial reporting;

4. Effective monitoring and compliance with applicable laws, rules and regulations.

DISCLOSURE ABOUT AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014

The Company has used accounting software for maintaining its books of account for the financial
year ended March 31,2025, which has a feature of recording audit trail (edit log) facility and the
same has operated throughout the yearfor all relevant transactions recorded in the software.

PUBLIC DEPOSITS

Your Company has not accepted any fixed deposit from the public within the meaning of Sections
2(31) and 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposit)
Rules, 2014, made there under during the current fiscal and, as such, no amount of principal or
interest was outstanding on the date of the Balance Sheet and on the date of this Report.

Likewise, there were no amounts of deposits that remained unpaid or unclaimed as at the end of
the year, and the question of committing default in repayment of deposits or payment of interest
thereon or the non-compliance of Chapter V of the Companies Act, 2013 during the year, did not
arise.

Moreover, there were no deposits which were not in compliance with the requirements of Chapter
V of the Companies Act, 2013.

SIG NI FI CANT AND MATERIAL ORD E RS

There are no significant or material orders passed by the Regulators or Courts orTribunals during
the FY 2024-25.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the FY with related
parties were in the ordinary course of business and on an arm’s length basis.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the
Companies Act, 2013, in the prescribed Form AOC-2, is appended as ANNEXURE B to the
Board’s Report.

The details of the policies approved and adopted by the Board as required under the Act and
Securities and Exchange Board of India (SEBi) regulations are provided in ANNEXURE C
appended to the Board’s report.

CONSERVATION O F ENERGY. TECHNO LOGY ABSORPTION. FOR EIGN EXCHANGEEARNINGS
AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange
earnings and outgo as required under Section 134 (3){m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in ANNEXURE D and is attached
to this report.

RISK MANAGEMENT POLICY

Risk management is the process of identification, assessment and prioritization of risks followed
by coordinated efforts to minimize, monitor and mitigate/controlthe probability and/or impact of
unfortunate events or to maximize the realization of opportunities. Your Company has laid down
a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board
from time to time. These procedures are reviewed to ensure that executive management controls
risk through means of a properly defined framework. The major risks have been identified by the
Company and its mitigation process/measures have been formulated in the areas such as
business, project execution, financial, human, environment and statutory compliance. In the
opinion of the Board, none of the risks identified as on the date of this report threatens the
existence of your Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Inclusive growth and sustainable development are strong pillars of your Company’s responsible
corporate citizenship and are a part of the core values and drivingforce for many of its initiatives.
The Company believes that responsible investments in this regard will generate long term value
for all the stakeholders.

The objective of CSR Policy of your Company is to support the guiding principle of "Together We
Grow". Through the CSR initiatives, your Company strives to provide equitable opportunities for
sustainable growth. Your Company would engage in activities whereby business further
contributes to make a positive and distinguishing impact on the environment, customers,
employees and other stakeholders. The objective of CSR will be achieved through concentrated
and dedicated initiatives encompassingthe identified core areas of Education, Health & Medical
Care, Community at large and Environment.

Your Company is conscious of its duties towards the community and our planet and the coming
years shall witness your Company in several CSR areas.

The Company has made the relevant provisions for CSR activities in the Books of Accounts and
has allocated the money.

The Annual Report on CSR activities is provided as ANNEXURE E appended to this Directors’
Report. The Company is committed to CSR and shall strive to spend the amount as provided in
law.

D1SCLOSURE RELATING TO REMUNERATION OF EMPLOYEES AS REQUIRED UNDER THE
PROVISIONS OF SECTION 197 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014 ARE AS FOLLOWS

A. Employees who were employed throughout the year and were in receipt of remuneration
in aggregate of not less than INR1,02,00,000/- for 12 Months:

B. Employees who were employed for part of the year and were in receipt of remuneration
in aggregate of not less than INR 8_t50,000/-per month.

C. Remuneration received by Managing Director /Whole Time Director from Holding or
Subsidiary Company :

During the year under review, Managing Director /Whole Time Director have not received any
Remuneration or Commission from Subsidiaries of the Company. Further, the Company is not
subsidiary to any other Company.

D. Affirmation that the payment of remuneration is as per the Remuneration Policy of the
Company:

Your Board hereby affirms that the payment of remuneration is as per the Remuneration Policy of
the Company.

HUMAN RESOURCE MANAGEMENT AND DEVELOPMENT (‘HR’)

The Company understands and emphasizes the fact that for the growth of an organization, the
employees are very important resource, as it can achieve the targets only through its human
resource. Your Company does consider the human resources as major asset and provide all the
required facilities to them by educatingthe employees forthe improvement of the knowledge and
train them adequately for the development of the individual talents, skills, knowledge and

experience for the organization growth. Moreover, your Company maintained harmonious
employee relations during the reporting period under review.

Given the knowledge-intensive nature of your Company’s activities, human resources are among
its most critical assets. The Company’s ongoing endeavour has been towards being an employee
friendly organization which in turn will have a positive impact on the employees’ motivation,
morale and thereby their contribution towards the larger goal of the organization to be the “Best
in Class” by increased productivity, improved quality and this will continue to add business value
and enhance customer satisfaction.

To achieve the above various activities, numerous initiatives were taken up keeping in mind the
entire life cycle of an employee starting from recruitment to exit, some of the initiatives
implemented duringthe year under review, were:

Learning & Developmerit:

1. Focused interventions to cater to the developmental needs arising out of structured
performance feedback, the Company took a successful step towards 360° (BFI/Manager
Associate Trainer Customer) approach of collaboration while identifying learning &
developmental needs.

2. Role based Training introduced to ensure inclusivity at all levels & significant increase in 1-
on-1 coaching.

Talent Acquisition:

1. Improvement in recruitment operations effectiveness through better data management and
analytics & up-skilling of Talent Acquisition team’s efficiency in terms of sourcing profiles on
a daily basis, quality of interactions with candidates through constant mentoring and L & D
interventions, effective delegation thereby creates opportunities for higher responsibilities.

2. Efforts to build well rounded professional panellists through “Art of interviewing” sessions /
workshops mandated for all panellists resulting in better evaluations, quality hiring and
brand building.

The efforts have shown some visible outcomes in terms of employee’s participation in the
initiatives & events and overall morale of the employees. It also helps to retain high-calibre talent
across its various lines of business and in all key corporate functions.

EMPLOYEE STOCK OPTION PLAN (ESOP1

The Company currently had implemented two plans, viz. ESOS 2008 (the 2008 Plan) and
EXCELSOFT ESOS 2023 (the 2023 Plan).

Duringtheyear, Company has allotted 3,500 (ThreeThousand Five Hundred ) equity shares of INR
10/- (Indian Rupees Ten Only) each under ESOP scheme 2008 and 41,262 (Forty-One Thousand
Two Hundred and Sixty-Two) equity shares of INR 10/- (Indian Rupees Ten Only) each under
EXCELSOFT ESOS 2023.

The details of the Employee Stock Option Scheme as per Rule 12(9) of the Companies (Share
Capital and Debentures) Rules, 2014 is appended as ANNEXURE F.

STATUTORY AUDITORS

M/s. Ramaswamy Vijayanand., Chartered Accountant(s), with ICA1 Membership No. 202118
issued by the Institute of Chartered Accountants of India, were appointed as Statutory Auditor(s)
of the Company by the Members from the conclusion of 23rd (Twenty-Third) Annual General
Meeting till the conclusion of Annual Genera I Meeting to be held in the year 2028. As the Statutory
Auditors are continuingto occupy the said position, there is no change in the position of Statutory
Auditors and therefore, no agenda has been placed before the shareholders for their approval.

STATIJTORY AUD1TORS’ OBSERVATIONS AND RESPONSE BY THE BOARD

There have been no observations or qualifications of the Statutory Auditors in their Reportto the
shareholders, and hence, there is no occasion to the Board to offertheir responses.

Further, The Notes on financial statement referred to in the Auditors’ Report are self-explanatory
and do not call for any further comments. The Auditors’ Report does not contain any qualification,
reservation, or adverse remark.

SECRETARIAL AUDITORS

Padmavati & Vijayesh Associates LLP, Company Secretaries, (Firm Registration No.:
L2024KR016900) were appointed as Secretarial Auditor of the Company to conduct Secretarial
Auditforthe FY 2024-25 as required under Section 204 of the Companies Act, 2013 and the rules
made thereunder.

SECRETARIAL AUDITORS’ OBSERVATIONS AND RESPONSE BY THE BOARD

The report of the Secretarial Audit Report in annexed in ANNEXURE G - PART I and there have
been observations/ qualifications to which the Board has given responses in the ANNEXURE G -
PART II

INTERNAL AUDITORS

M/s. Madhavan & Co., Chartered Accountants, with Firm Registration No. 001909S issued by the
Institute of Chartered Accountants of India, were appointed as Internal Auditors of the Company,
for the Financial Year by the Board of Directors of the Company on the recommendation of the
AC, at their meetings held on February 05, 2025 & February 05, 2025, respectively.

SECRETARIAL STANDARDS

During the year under review, your Company has duly complied with all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.

DISCLOURE OF MAINTENANCE OF COST RECORDS / APPOINTMbNI Uh (JUS I AUDI lUKb

The Company is not required to maintain cost records as specified by the Central Government
under Section 148(1} of the Companies Act, 2013 and accordingly such records are not made and
maintained. Further, Cost Auditor was also not appointed.

INSTANCES OF FRAUD. IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12} of the
Companies Act, 2013 during the reporting year under review and up to date.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Companies Act, 2013 and applicable Rule, in particular
Section 92(3) of the Act, the annual return in the prescribed format (fitted up to the extent
information is availabte in hand as on the date of adoption of this Board’s Report) has been
uploaded to the Company’s website as required by the statutory provisions, which is available at

https://www. excels of tc or p, c o m/investors/a nnual-re. ports

APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES
2014- RULE 9QFTHE 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.

In this regard, the Board, in its Meeting held on July 29, 2024, appointed the Company Secretary
and Compliance Officer of the Company for the time being in force as the Designated Official..

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND RE DRESS AL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every
individual working in Company’s premises through various interventions and practices, to create
and provide an environment that is free from discrimination and harassment including sexual
harassment. Every individual is expected to treat his/her colleagues with respect and dignity. This
is enshrined in values of our Company.

Your Company has in place, a Prevention of Sexual Harassment (POSH) Policy, in accordance
with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 & Rules made thereunder.

To ensure that any incidence of sexual harassment is dealt with appropriately, sensitively and
expeditiously, the members of the Committee have a procedure laid down to carry out proper
investigations before taking decisions. The Committee also works extensively on ensuring that
training or awareness programs are conducted throughout the year, to create sensitivity towards
ensuring respectable workplace.

Your Company has zero tolerance towards sexual harassment at the workplace. We are pleased
to report that duringthe FY 2024-25, no complaints of sexual harassment were received, nor were

any pending from previous periods and hence, any incidents remaining unresolved for over 90
(Ninety) days does not arise. This continued nil status is not merely a statistic—it is a reflection
of the Company’s ongoing efforts to create a workplace where professionalism thrives, and
respect is non-negotiable.

Your Company also wishes to inform you that we are in compliance with Maternity Benefit Act,
1961.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDERTHE INSOLVENCY AND
BANKRUPTCY CODE. 2016 (IBCI

During the year, no applications were filed against the Company by any financial or operational
creditors.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OFTHE VALUATION DONE ATTHE TIME OF
ONF TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There has been no instance of any one-time settlement with bank and/or financial institutions,
therefore not necessitating this requirement.

QUALITY MANAGEMENT

Quality management is the act of overseeing all activities and tasks needed to maintain a desired
level of excellence. The Company has developed strong quality management ever since its
formation that forms part of the organization’s core competence assertiveness. All levels of your
organization are dedicated and work continually to improve the effectiveness of the quality
control by monitoring, analysing and reviewing performance, quality policy and quality objectives
from time to time.

‘Quality is never an Accident.’ it is always the result of high intention, sincere effort, intelligent
direction and skilful execution.

Your Company is aware of the importance of absolute quality in delivering products and services
to Customers to win their acclamations, loyalty, thereby ultimately leading to Positive Branding.
Sustaining the trend of absolute Quality Management in the Company, it has further strengthened
the existing quality policy, established and made aware to all the personnel connected with
completingthe task with a sense of accuracy, quality and perfection.

Your Directors also believe that skill at all levels of our teams needs to be continuously sharpened
because it is the employees who are responsible for the maintenance and enhancement of the
quality. For this teams are trained through various technical seminars and peer knowledge-share
sessions, besides participation in seminars, they also contribute articles etc.

CODE OF BUSINESS CONDUCT. CORPORATE GOVERNANCE AND ETHICS

We pursue our business objectives with integrity and in strict compliance with the law. This is the
right thing to do, and it makes good business sense. By acting with integrity, we earn the trust of
our customers, shareholders, co-workers, regulators, suppliers and the communities in which
we live and work - those whose trust we need in order to be successful.

For your Company, Corporate governance is a multi-faceted subject. This advocates to your
Company the important task of adopting accountability with the fiduciary duty of implementing
the policies and mechanisms that are required to ensure good behaviour and protect
shareholders. One more important factor for drawing the attention of the management is the
economic efficiency which helps your Company to optimize economic results, with strong
emphasis on shareholders welfare.

With a view to develop a good corporate governance practice within your Company, your
management utilizes the services of external experts to conduct auditing, due diligence and
training.

Thus, your Company has implemented the corporate governance policy suitable for its size and
operations and ensures that it complies with all the qualities enumerated above and high
standard of corporate governance is always maintained.

Your Company considers in adopting best practices of corporate governance to ensure corporate
success and economic growth and has also implemented several best practices as prevalent
globally. Corporate governance principles are enshrined in the spirit of the Company. The
corporate governance structure plays a pivotal role in realizing the long-term goal of a company.
The entire corporate governance structure is actively supervised by the Board of Directors, who
oversee management activities and ensure their effectiveness in delivering value. It provides the
fundamental systems, processes and principles that promote objective decision making,
performance-based management and a corporate culture that is characterized by integrity and
fairness in all dealings.

Code of Conduct and Ethics followed by the Company reflects the values and principles that the
Management advocates. Considering establishing an ethical and evidence-based system, your
Company has adopted professionally sound, transparent and accountable business practices.
The conduct standards are given due consideration in developing corporate strategies and
business plans and further, they are also aligned with the risk management structures. During
thefinancialyear under review, your Board strived to achieve the objectives through adoption and
monitoring of corporate strategies, Company plans, major risks of the entity and ensuring that
your Company’s policies and procedures satisfy its legal and ethical responsibilities.

MATERIAL ADVERSE EVENTS

The Directors assert that, to the best of their knowledge and belief, there are no undisclosed
circumstances that would render the financial statements misleading. They remain committed
to upholding the highest standards of financial reporting and transparency, ensuring that all
material information has been fully and fairly disclosed in this report and the financial
statements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

The Company has filed the Draft Red Herring Prospectus dated February 28, 2025 {"DRHP”) and
addendum (” Addendum to the DRHP”) on May 30, 2025, in relation to the initial public offer of
the equity shares of the Company.

After the closure of the Financial Year 2024-25 and as on the date of this report, 'Freedom to Learn
Limited’, ceased to be subsidiary.

NUMBER OF COMPLAINTS RELATING TO CHILD LABOUR, FORCED LABOUR, INVOLUNTARY
LABOUR

No cases of child labour, forced labour, involuntary labour and discriminatory employment were
reported in the last FY. Additionally, there have been no incidents of employment discrimination
based on any legally protected characteristics. We are committed to maintaining a workplace
free from exploitation and discrimination, ensuring compliance with all applicable Labour Laws
and regulations. Regular audits and monitoring processes are in place to uphold these standards,
and to date, no violations have been identified. Our dedication to ethical employment practices
remains steadfast and uncompromised.

CLAUSES UNDER WHICH NO DISCLOSURE OR REPORTING IS APPLICABLE TO THE
COMPANY

The Board of Directors of the Company state that no disclosure or reporting is available in respect
of the following clauses for the period under review and till the date of this Report:

* Issuance of Shares for consideration other than cash

. issuance of Equity shares with differential voting right as per sub rule 4 of rule 4 of the
Companies (Share Capital and Debentures) Rules, 2014 Section 43 of the Companies Act,
2013

Ý Issue of Sweat Equity Shares as specified in Section 54 of the Companies Act, 2013 read with
Rule 8 of the Companies (Share Capital & Debentures) Rules, 2014

Ý Issuance of Warrants

Ý Issuance of Debentures, Bonds or Non-Convertible Securities

Ý The shares of the Company are not held in trust and therefore, provisions pertaining to
employees not exercising voting rights directly in respect of shares to which the scheme
relates but are exercised by the Trust, as provided in Proviso to Section 67(3) of the Companies
Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 are
not applicable to your Company.

Ý Buy-back of Shares

Ý Credit rating of securities of the Company
DISCLAIMER

As on the date of this Report, your Directors are not aware of any circumstances not otherwise
dealt with in this Report or in the financial statements of the Company, which would render any
amount stated in the Accounts of the Company misleading.

In the opinion of the Directors, no item, transaction or event of a material and unusual nature has
arisen in the interval between the end of the financial year and the date of this report, which would
affect substantially the results, or the operations of the Company for the financial year in respect
of which this report is made.

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors are immensely thankful and are expressing their heartfelt appreciation to:

• employees at all levels for their hard work, dedication solidarity, co-operation and
commitment. The enthusiasm and unstinting efforts of the employees have enabled the
Company to remain as a committed organization striving towards its success.

• the partners and others associated with the Company.

• Shareholders, Clients, Vendors, Banks, auditors, other service providers, Government and
Regulatory Authorities for their support.

For and on behalf of the Board of Directors of
EXCELSOFTTECHNOLOGIES LIMITED

(Formerly known as Excelsoft Technologies Private Limited)

Date: June 11,2025 DHANANJAYA SUDHANVA SHRUTHI SUDHANVA

Place: Mysore Chairman and Managing Director Whole Time Director

(DIN:00423641) (DIN:06426159)

Address: No.4, Sukanya, Near Netaji Circle, Address: No.4, Sukanya, Near Netaji Circle,
Dattagalli, 3rd Stage, Mysore-570023 Dattagalli, 3rd Stage, Mysore-570023