Your Directors have pleasure to present their Report of your Company on the business and operations for
the year ended March 31, 2025.

FINANCIAL HIGHLIGHTS:

(f in Lakhs)

OVERVIEW:

During the financial year ended 31 March 2025, your company recorded Standalone Profit of ? 847.51 lakhs
as compared to ? 756.06 lakhs for the financial year ended 31^st March 2024. The consolidated loss was
? (2,993.74) lakhs during the current year as compared to ? (1,274.67) lakhs Loss in the previous year.

In recent years your company has made strategic inroads into the Aerospace and Defence sector. The
company’s business strategy is focused on becoming a global leader in the defence sector by combining in¬
house expertise with the strengths of carefully selected acquisitions. Recognising the vast opportunities in
this industry, the company is actively targeting acquisitions in the US and UK — two of the most advanced
defence markets in the world. These acquisitions bring not only cutting-edge technologies and products but
also established customer networks, enabling the company to quickly scale its presence and enhance its
competitiveness in both domestic and international markets. The company plans to grow organically and
inorganically through such acquisitions.

With multi-dimensional strategy — built on acquisitions, innovation, manufacturing strength, and strategic
market access — your company aims at delivering sustained growth, operational excellence, and long¬
term value creation. By bringing together the right companies, the right people, and the right vision, the
company is firmly on its path to becoming a recognised global force in defence technology. Your Company
is poised to deliver sustained growth and create value for the stakeholders and contribute positively through
innovative solutions and products.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of Business of the Company during the year under consideration.

TRANSFER TO RESERVES IN TERMS OF SECTION 134(3) (J) OF THE COMPANIES ACT,
2013:

For the financial year ended on March 31, 2025 the Company transferred ? (2,993.74) lakhs (Consolidated)
to Reserves & Surplus.

DIVIDEND:

As the Company is intending to ploughing back of profit, Board of Directors of the Company do not
recommend any dividend.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared
and paid last year.

SHARE CAPITAL:

a) Authorized Share Capital:

The Authorized Share Capital of the Company as on March 31, 2025 stands at ? 2,00,00,00,000
(Rupees Two Hundred crore only) comprising of 20,00,00,000 (Twenty Crore only) equity shares of
?10 (Rupees Ten only) each.

b) Paid up Share Capital:

The paid-up equity share capital of the Company as on March 31, 2025 was ?73,77,00,410 (Rupees
Seventy Three Crores Seventy Seven lakhs Four Hundred Ten only) comprising of 7,37,70,041(Rupees
Seven Crores Thirty Seven Lakhs Seventy Thousand and Forty one only) no. of fully paid Equity
shares of face value of ?10 (Rupees Ten only) each.

During the year under review, the company has not issued shares with differential voting rights nor granted
stock options or sweat equity shares or bonus shares. The Company has not bought back any of its securities
during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The company has received declarations from all the independent directors of the company confirming that
they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013
and Schedule IV of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015.

During the financial year, the Board of Directors of the Company was duly constituted and except the
following, no other changes were effected therein:

1. Dr. Uma Garimella was appointed as Independent Woman Director w.e.f., December 20, 2024

2. Mr. Anish Mathew ceased to act as Director upon completion of the two consecutive tenure of 5 years
as Independent Director w.e.f., December 25, 2024.

3. Mr. Krishna Yeachuri, Non-Executive Director resigned from the position w.e.f., March 31, 2025.

Further, CS Srivalli Manda resigned from the position of Company Secretary & Compliance Officer w.e.f.,
August 31, 2024. CS Thakur Vishal Singh has been appointed as Company Secretary & Compliance Officer
w.e.f., September 1, 2024.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum of
Association and Articles of Association of the Company, Mr. Sunil Kumar Kalidindi [DIN- 02344343]
Director of your Company, retiring by rotation at the ensuing Annual General Meeting (AGM) and eligible
offers himself for reappointment.

BOARD MEETINGS:

The Board of Directors met Eight (8) times during the financial year. Also, a separate meeting of Independent
Directors as prescribed under Schedule IV of the Act, was held during the year under review. For details of
the meetings of the Board and its Committees, please refer to the Corporate Governance Report forming part
of this Report. The provisions of Companies Act, 2013 and Regulation 17(2) of SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, Secretarial Standard - 1 issued by The Institute of Company
Secretaries of India were adhered to in respect of meeting of Board of Directors of the company.

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the provisions of Secretarial Standard - 1 (Board Meetings) and 2 (General
Meetings) issued by the Institute of Company Secretaries of India (ICSI) were adhered to while conducting
the respective Meetings.

NOMINATION & REMUNERATION POLICY:

The Board had, on the recommendation of the Nomination & Remuneration Committee, framed a policy
for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration
Policy is available on the website of the company and the terms of reference are given separately in the
Corporate Governance Report.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own
performance, the directors individually as well as the evaluation of the working of its committees. The
manner in which the evaluation has been carried out has been detailed out in the Corporate Governance
Report.

PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

The performance evaluation criteria for independent directors are determined by the Nomination and
Remuneration Committee. An indicative list of factors on which evaluation was carried out includes
participation and contribution by a director, commitment, effective deployment of knowledge and expertise,
integrity, experience (including the proficiency) and maintenance of confidentiality and Independence of
behavior and judgment.

DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by
them, your Directors make the following statements in terms of section 134(3)(c) of the Companies Act,
2013:

i) in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable
accounting standards had been followed along with proper explanations relating to material departures,
if any;

ii) the Directors 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 as at the end of the financial year and of the profit/loss of the company for the year;

iii) the Directors had 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;

iv) the Directors had prepared the annual accounts on a “going concern basis”;

v) the Directors, had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and

vi) 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.

SIGNIFICANT TRANSACTIONS:

During the financial year 2024-25 your Board of Directors in their meeting held on October 18, 2024
approved the Scheme of Amalgamation of Sigma Advanced Systems Private Limited (“SASPL” or
“Transferor Company”) into and with Megasoft Limited (“MSL” or “Megasoft” or “Transferee Company”).
Further, the Company received the No-objection Letters / Observation Letters from the BSE Limited and
National Stock Exchange of India Limited bearing letters dated May 16, 2025.

Pursuant to the order of the Hon’ble National Company Law Tribunal, Chennai Bench - I. (NCLT) dated
July 11, 2025 read with Order dated July 16, 2025 (“Order”), the Company has conducted a meeting of the
Equity Shareholder on August 30, 2025 and received the approval of the Shareholders on the Scheme.

Further, the Company is in process of obtaining the approval from the Hon’ble NCLT on the Scheme.
OUTLOOK:

A detailed discussion on the performance of the company, industry outlook, opportunities, risks and concerns,
future outlook and strategy is given separately in the Management’s Discussion and Analysis section, which
forms a part of this annual report.

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

In terms of Section 134(3)(m) of the Companies Act, 2013 and the rules framed thereunder, your Directors
furnish the required details below:

The Company continues to remain committed to optimizing the utilization of energy and natural resources
across all operations. As part of our sustainability initiatives, we consistently strive to reduce energy and
water consumption and promote environmentally responsible practices within our workspaces.

a) Energy Conservation:

The key measures undertaken includes:

1) Regular energy audits to identify opportunities for reducing consumption and enhancing efficiency.

2) Deployment of energy-efficient systems such as LED lighting, high-efficiency HVAC units, and low-
power computing devices.

3) Automation of utilities using programmable timers, automatic level controllers, and motion-based
lighting sensors to minimize energy wastage.

We recognize that energy conservation is not only an operational imperative but also a fundamental
responsibility toward environmental stewardship. The Company shall continue its efforts to embed
sustainability into its core operations.

b) Technology Absorption: Technology absorption means adopting and using new, advanced
technologies to improve the way tasks are performed. It involves acquiring the latest tools and systems,
customizing them to meet specific needs, and training people to use the technology effectively.
Your company is actively investing in modern technologies and digital tools to stay competitive.
It is also conducting regular training programs to ensure employees are well-equipped to use these
technologies efficiently

Technology absorption involves the adoption, integration, and effective use of advanced technologies
to enhance capabilities and operations. This process includes acquiring cutting-edge tools and
systems, customizing them for specific needs, and training personnel to ensure optimal use.

c) Foreign exchange earnings and outgo: The details of foreign exchange earnings and outgo are given
in note no. 36 and 37 of the Notes forming part of the standalone financial statements of the company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
UNDER SECTION 188:

All related party transactions that were entered into during the financial year were on an arm’s length basis
and were in the ordinary course of business. There are no materially significant related party transactions
made by the Company with the promoters, directors, key managerial personnel or other designated persons
which may have a potential conflict with the interest of the company at large.

All related party transactions are placed before the Audit/ Risk Compliance Committee as also the Board
for approval.

The Board ofDirectors of the company has, on the recommendation of the Audit/Risk Compliance 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 framed thereunder and Regulation 23 of
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. This Policy was considered and
approved by the Board and has been uploaded on the website of the company.

The Details of related Party Transaction on arm’s length basis has been annexed as ‘Annexure-1’ appended
hereto and forms part of this report.

PARTICULARS OF LOANS, INVESTMENTS & GUARANTEE:

Details of Loans, Investments and Guarantees covered under the provisions of Section 186 of the Companies
Act, 2013 are given in note no. 35, 41 and 42 of the Notes forming part of the standalone financial statements
of the company.

RISK MANAGEMENT:

The Company has instituted a robust and forward-looking Risk Management Framework aimed at proactively
identifying, evaluating, and mitigating potential threats that could impact its business operations or strategic
goals. Risks are assessed based on their probability of occurrence and potential impact, enabling prioritized
and timely intervention.

While risk minimization has been a foundational element of our operations in the past, the evolving regulatory
environment and business complexities necessitated a more structured and documented approach.

The overarching objective is to support sustainable growth, protect stakeholder interests, and ensure
resilience in an increasingly dynamic and uncertain business environment.

Oversight of the risk management process is vested with the Audit-Risk Management and Compliance
Committee, chaired by Mr. Kalyan Vijay Sivalenka. The committee periodically reviews the risk matrix,
validates the effectiveness of mitigation plans, and reports key insights to the Board.

The Company remains committed to strengthening its risk culture, promoting awareness across all levels,
and continuously improving its risk assessment and mitigation capabilities.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your company believes that strong internal controls are essential for the smooth and secure functioning of
any organization. These controls include processes, policies, and procedures that help protect the company’s
resources from risks and threats. They ensure that transactions are approved properly, recorded accurately,
and carried out in line with company policies and this would reduce the chances of mistakes, fraud, or
incorrect financial reporting. Your company’s internal control framework is designed to ensure accuracy,
transparency, and accountability across all business processes, with a strong focus on risk mitigation and
adherence to statutory, contractual, and security requirements.

A key part of this system is the role of the Audit Committee. Working closely with the Internal Auditor,
the Audit Committee regularly reviews the company’s internal controls. These reviews take place at fixed
intervals and are aimed at checking whether the controls are effective. If any gap is found, the Audit
Committee recommends corrective action to fix it. The company also carries out regular risk assessments
for both existing processes and any new workflows introduced. This proactive approach helps identify risks
early so that preventive measures can be taken before issues arise. By constantly reviewing and updating its
risk management strategies, the company stays prepared for changing business needs and external factors.

INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference to financial statements. During
the year no material weakness in the design or operation was observed.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company maintains a strong commitment to ethical conduct, corporate transparency, and fostering a
secure work environment where integrity is upheld at all levels. As part of this commitment, a formal Vigil
Mechanism, commonly referred to as the Whistle Blower Policy, has been instituted to enable employees
and stakeholders to raise concerns regarding any actual or suspected unethical behavior, violation of legal
or regulatory requirements, or any other wrongful conduct.

The mechanism is designed to promote a culture of openness and accountability, encouraging individuals
to report concerns without the risk of retaliation, intimidation, or harassment. This ensures that all business
practices and employee actions align with the Company’s values of honesty, fairness, and professional
integrity.

This policy is an essential element of the Company’s governance framework and reflects its zero-tolerance
stance toward misconduct. Details of the Vigil Mechanism and procedures for reporting concerns are
outlined in the Corporate Governance Report, and the full policy is available on the Company’s website at:
http://www.megasoft.com/corporate-governance.html”

ENHANCING SHAREHOLDER VALUE:

The company remains committed to enhancing shareholder value through a balanced approach that prioritizes
sustainable growth, operational efficiency, and prudent capital allocation. Strategic initiatives have focused
on driving revenue growth, optimizing cost structures, and investing in high-return projects that align with
our long-term vision. The company will continue to maintain a disciplined approach to capital management,
including dividend payouts and share repurchase programs where appropriate. Additionally, the company
have strengthened governance practices and improved transparency to build investor confidence and support

long-term value creation. The Board will continue to monitor performance closely to ensure alignment with
shareholder interests and market expectations.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has one wholly owned subsidiary company i.e., Velapan Systems Private Limited. The
Company has one Associate Company i.e., Extrovis AG, Switzerland.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED
FINANCIAL STATEMENT:

The Consolidated Financial Statements relate to the Company’s subsidiary Velapan Systems Private
Limited. The Financial Statements of the Subsidiaries covered in the Consolidation process are drawn upto
the same reporting date as that of the Company i.e., March 31, 2025. The Financial Statements of the
Company and its Subsidiaries have been combined on a line-by-line basis by adding together like-items of
assets, liabilities, income and expenses, after eliminating intra-group balances, intra-group transactions and
resulting unrealized profits or losses, unless cost cannot be recovered. The statement pursuant to Section 129
of the Companies Act, 2013 in respect of subsidiaries and associates is annexed as ‘Annexure-2’.

DEPOSITS:

The Company has neither raised nor renewed any Deposits as on March 31, 2025 or received any other
monies construed to attract the provisions of Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 as amended from time to time.

ANNUAL RETURN:

The Annual Return pursuant to the provisions of Section 92(3) of Companies Act, 2013 read with Rule 12
of the Companies (Management and administration) Rules, 2014 can be accessed at http://www.megasoft.
com/annual-return.html

AUDITORS’ REPORT:

Except as specified and explained below, there are no other qualifications, reservations, or adverse remarks
or disclaimers in the Auditors’ Report. Observations made in the Auditors’ Report are self-explanatory and
therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013.

AUDITORS:

STATUTORY AUDITORS:

Members at its 22nd Annual General Meeting held on September 23, 2022 Appointed M/s. N. C. Rajagopal
& Co., [Firm Registration No.003398S], Chartered Accountants to hold office as auditors of the company
till the conclusion of the 27th Annual General Meeting to be held in the year 2027.

Further, M/s. N.C. Rajagopal & Co. Chartered Accountants (Firm Registration No. 003398S) have confirmed
that they hold a valid certificate issued by the Peer review Board of the Institute of Chartered Accountants of
India (ICAI) as required under the SEBI (Listing Obligations Disclosure Requirements), 2015.

The Statutory Auditors have confirmed that they satisfy the independence criteria required under Companies
Act, 2013 Code of Ethics issued by Institute of Chartered Accountants of India.

INTERNAL AUDITOR:

Mr. Vijay Parthasarathy of M/s. Vijay R & Co (FCA-235012), Chartered Accountants, performed the duties
of Internal Auditors of the Company and their reports are reviewed by the audit committee from time to
time.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Sections 204 of the Companies Act, 2013 and the rules framed thereunder, the
company has appointed M/s. M. Damodaran & Associates LLP, (COP-5081/FCS-5837), to undertake the
Secretarial Audit of the company. The Secretarial Auditors’ Report, in the prescribed format, for the year
ended March 31, 2025 is annexed as ‘Annexure-3’.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant to the provisions of Regulation 24A of the SEBI (LODR) Regulations, 2015 the Board of Directors
of the Company have appointed M/s. M. Damodaran & Associates LLP, (COP-5081/FCS-5837), Practicing
Company Secretary to undertake the Audit of Annual Secretarial Compliance of the Company for the year
ended March 31, 2025. The Annual Secretarial Compliance Report is annexed as ‘ Annexure- 4’.

CORPORATE GOVERNANCE:

A report on Corporate Governance including the relevant Auditors’ Certificate regarding compliance with
the conditions of Corporate Governance as stipulated in Regulation 34(3) and Schedule V of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, is annexed as ‘Annexure-5’.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report relating to the Management Discussion and Analysis has been annexed herewith as
‘Annexure -6’

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE
WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the year under review, the Statutory Auditors of the Company have not reported any frauds to the
Audit Committee or to the Board of Directors as prescribed under Section 143(12) of the Companies Act,
2013 and rules made thereunder.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE:

During the financial year under review, the following are the pending cases:

GST:

The company has filed a Writ Petition in 2023 before the Hon’ble High Court of Telangana challenging
notifications relating to taxation of Joint Development transactions under which the Central GST authorities
made a claim / demand. The company has also filed another Writ Petition in October 2024 in the matter of
order from the State GST relating to taxation of Joint Development transactions. The matter is sub-judice.

Further, the above case has no impact on the going concern status and company’s operations in future.

Income Tax:

(a) The Income Tax Department has gone on appeal against the order of the ITAT dated 21.09.2022 in ITA
No.733/CHNY/2017 which was in favour of the Company.

(b) The company has filed an appeal before CIT(A) in respect of order dated 21.03.2024 in respect of issue
of disallowances of Capital Losses.

Further, the above case has no impact on the going concern status and company’s operations in future.

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF THIS REPORT:

a) Disposal of Property Asset: On April 4, 2025, the Company executed the Sale of its share in the
Property situated at Knowledge Capital, Plot No. 8 (Part), Survey No.115/2, 3, 4, 5, 35, Nanakramguda
Village, Serilingampally Mandal, Ranga Reddy District, Telangana - 500032, India. Further, the sale
consideration was INR 400,39,17,061/- (Rupees Four Hundred Crores Thirty-Nine Lacs Seventeen
Thousand and Sixty-One Only).

The Company repaid the outstanding loan as on that date, out of the Sale consideration received.

b) Approval and Execution of Sale of Investment in Extrovis AG: On July 1, 2025, the Board of
Directors of the Company has approved the Sale of Investment of Megasoft Limited’s holding of
36.52% in Extrovis AG, Switzerland. Consequently, the Company received the Shareholders Approval
for the aforesaid sale on August 6, 2025. The Company has executed the Share Purchase Agreement
(SPA) with Refex Life Sciences Private Limited on July 2, 2025 for a consideration of US $ 15,000,000.

c) Update on Scheme of Amalgamation:

During the financial year 2024-25 your Board of Directors in their meeting held on October 18, 2024
approved the Scheme of Amalgamation of Sigma Advanced Systems Private Limited (“SASPL”
or “Transferor Company”) into and with Megasoft Limited (“MSL” or “Megasoft” or “Transferee
Company”). Further, the Company received the No-objection Letters / Observation Letters from the
BSE Limited and National Stock Exchange of India Limited bearing letters dated May 16, 2025.

Pursuant to the order of the Hon’ble National Company Law Tribunal, Chennai Bench - I. (NCLT)
dated July 11, 2025 read with Order dated July 16, 2025 (“Order”), the Company has conducted a
meeting of the Equity Shareholder on August 30, 2025 and received the approval of the Shareholders
on the Scheme.

Further, the Company is in process of obtaining the approval from the Hon’ble NCLT on the Scheme.

Except as disclosed elsewhere in this report, there have been no other material changes and commitments,
that has occurred between the end of the financial year of the Company and date of this report which can
affect the financial position of the Company.

HUMAN RESOURCES DEVELOPMENT:

Your company has strong HR policies and systems that ensure employees work in an environment that
supports their growth, well-being, and overall development. Through continuous guidance, training programs,
and access to the right resources, we help our team build skills and confidence to excel. Our performance
management system encourages goal setting, regular feedback, and career development, enabling individuals

to reach their full potential. As a measure for employee welfare we provide comprehensive medical and life
insurance coverage for employees and their families, ensuring their health and financial security in times
of need. Company conducts mandatory health check-ups to monitor employees’ well-being and provide
support in taking necessary corrective measures.

Your company conducts yearly performance assessments to evaluate employee contributions and growth.
Appraisal processes are fair and transparent, linking achievements to career progression. Constructive
feedback is provided to help employees improve and reach their full potential. Megasoft is committed to
providing career progression opportunities so our people can grow alongside the company. Our policies are
transparent, fair, and focused on attracting, developing, and retaining people.

Your company believe that when the people succeed, the company succeeds.

PARTICULARS OF EMPLOYEES:

There are no employees falling within the provisions of section 134(3)(q) of the Companies Act, 2013 read
with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

EMPLOYEE STOCK OPTION SCHEME:

The company has not issued any employee stock option during the year under review.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

Your company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal
Complaints Committee (“ICC”) has been set up to redress the complaints received regarding sexual
harassment. All employees are covered under this policy.

(a) number of complaints of sexual harassment received in the year: Nil

(b) number of complaints disposed off during the year: Nil

(c) number of cases pending for more than ninety days: Nil

During the year under review the ICC has not received any complaints.

STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE
PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and
supportive workplace for women employees. All eligible women employees are provided with maternity
benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks,
and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds
of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the
legislation

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE:

Your Company has obtained a certificate relating to compliance of conditions of Corporate Governance
for the year ended March 31, 2025, as stipulated in terms of Regulation 34(3) and Schedule V of SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015. from N.C. Rajagopal & Co. Statutory
Auditors, the is annexed herewith as ‘Annexure -7’.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions for corporate social responsibility (“CSR”) under the Companies Act, 2013, are applicable to
the company for the current financial year. The Company had incurred CSR expenditure of Rs 15.39 lakhs
during the financial year 2024-25. The Annual Report on CSR activities is annexed herewith as ‘Annexure
-8’ The Chief Financial Officer of the Company has furnished the certificate under Rule 4 of the Companies
(CSR) Rules, 2014.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR
STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the financial year, no application was made by or against the Company or any proceeding is pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

DISCLOSURE ABOUT THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION
EXECUTED AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE
WHILE AVAILING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF:

During the year ended under the review, no such settlements and valuation were undertaken and no loans
were availed from the Banks or Financial Institutions.

LISTING OF EQUITY SHARES:

The Company’s equity shares are listed on the following Stock Exchanges:

The Company has paid the annual listing fees to the said stock exchanges for the financial year 2025-26.

MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER
SECTION 148 OF THE COMPANIES ACT, 2013:

The Central Government has not prescribed the maintenance of cost records under sub section (1) of section
148 of the Companies Act, 2013 for the products/services of the company.

ACKNOWLEDGMENTS:

Your directors place on records their appreciation of the shareholders, customers, bankers, Government of India
and of other countries, Government of Telangana, Government of Tamil Nadu, Secretarial Auditors, Registrar and
Share Transfer Agent, vendors and technology partners for the support extended. Your directors also wish to place
on record their appreciation of the contribution made by employees at all levels without whom the growth of the
company is unattainable. Your directors seek and look forward to the same support during future years of growth.

For and on behalf of Board of Directors of Megasoft Limited

Sunil Kumar Kalidindi Kalyan Vijay Sivalenka

Executive Director & CEO Independent Director

Place: Hyderabad DIN: 02344343 DIN: 06404449

Date: September 2, 2025