Your Directors are pleased to present the 30^th Annual Report along with the Audited Financial
Statements of your Company for the financial year ended March 31, 2025 (FY 2024-25).

Financial Performance:

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in
accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33
of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013
(“Act”).

The summarized financial highlights are depicted below:

Financial Highlights:

The total income of the Company for the year ended March 31, 2025 was Rs. 8,02,81,000/- as against
the total income of Rs. 35,75,000/- for the previous year ended March 31, 2024.

The total Consolidated income of the Company for the year ended March 31, 2025 was Rs.
8,29,42,000/-.

The Company has earned a Net Profit after Tax of Rs. 77,40,000/- for the year under review as
compared to Net Profit of Rs. 17,46,000/- in the previous year.

The Company has reported a consolidated net profit after tax of Rs. 77,80,000/- for the financial year
2024-25.

Dividend:

During the period under review, the Board of Directors foresee a reasonable use of excess cashflow,
and profits generated, and thus they do not recommend any dividend on Equity Share Capital for the
financial year 2024-25.

Investor Education and Protection Fund (IEPF):

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

Credit Rating:

As the company has not issued any debt instruments, there is no requirement to obtain a credit rating
for the financial year 2024-25.

Amount transferred to Reserve:

During the year, the Company has Transferred Rs. 77,40,000/- in reserve. The profit earned during the
year has been carried to the balance sheet of the Company.

For complete details on movement in Reserves and Surplus during the financial year ended March 31,
2025, please refer to the Statement of Changes in Equity included in the Standalone and Consolidated
financial statements.

Dividend Distribution Policy

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

CHANGE IN NATURE OF BUSINESS:

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

SHARE CAPITAL:

Authorized Capital

The authorized share capital of the company at the end of the financial year is Rs. 26,50,00,000/-
divided into 2,65,00,000 equity shares of Rs.10 each.

Issued, Subscribed & Paid-up Capital

The present Issue, Subscribed & Paid-up Capital of the Company is Rs. 24,68,06,700/- divided into
2,46,80,670 equity shares of Rs. 10 each.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

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

Disclosure by Directors

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

Board Meeting

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

During the year under review, Board of Directors of the Company met 11(Eleven) times, viz 29^th
April, 2024, 16^th July, 2024, 18^th July, 2024, 24^th July, 2024, 14^th August, 2024, 30^th August, 2024,
25^th September, 2024, 14^th November, 2024, 22^nd November, 2024, 14^th February, 2025 and 24^th
March, 2025.The details of attendance of each Director at the Board Meetings and Annual General
Meeting are given in the Report on Corporate Governance.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing
Regulations, the Company has Five Non-Executive Independent Directors as on March 31^st 2025. In
the opinion of the Board of Directors, all Five Independent Directors of the Company meet all the
criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under Listing
Regulations and they are Independent of Management.

A separate meeting of Independent Directors was held on 26^th March 2025 to review the performance
of Non-Independent Directors and Board as whole and performance of Chairperson of the Company
including assessment of quality, quantity and timeliness of flow of information between Company
management and Board that is necessary for the board of directors to effectively and reasonably
perform their duties.

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

The Company has received a declaration from the Independent Directors of the Company under
Section 149(7) of Companies Act, 2013 and 16(1) (b) of Listing Regulations confirming that they

meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year
2024-25. The Board of Directors of the Company has taken on record the said declarations and
confirmation as submitted by the Independent Directors after undertaking due assessment of the
veracity of the same. In the opinion of the Board, they fulfill the conditions for re-appointment as
Independent Directors and are independent of the Management.

Following Independent Directors have resigned during F.Y 2024-25:

Key Managerial Personnel

In compliance with the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013, the
Company had appointed Mrs. Priti Apurvbhai Shah as the Managing Director and Chief Financial
Officer with effect from October 7, 2023. However, Mrs. Shah has tendered her resignation from the
said positions, which has been accepted by the Board, effective April 30, 2025.

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013, the Company has
appointed Ms. Tanvi Jay Rupawala as a Managing Director and Chief Financial Officer of the
Company. (W.e.f. 01^st May 2025).

The Board of Directors has appointed Ms. Dharaben Jagdishbhai Patel as Company Secretary and
Compliance officer of the Company (w.e.f. 02^nd October 2023).

Performance Evaluation

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

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

DIRECTORS’ RESPONSIBILITY STATEMENT:

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

a) In preparation of annual accounts for the year ended March 31, 2024, the applicable accounting
standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of the profit or loss of the
Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31, 2024 on going
concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and
that such Internal Financial Controls are adequate and were operating effectively; and

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

COMMITTEES OF BOARD:

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

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder’s Relationship Committee

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

Vigil Mechanism

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

Policy on Director’s Appointment and Remuneration

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

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

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

PARTICULARS OF EMPLOYEES:

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

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

ACQUISITIONS, DIVESTMENTS, INVESTMENTS AND MERGERS:

On November 22, 2024, the Company acquired 96.39% equity shares of M/s Avian Consultancy
Services Private Limited (“ACSPL”) through a share swap arrangement, pursuant to which ACSPL
has become a subsidiary of the Company.

INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on March 31, 2025, your Company had 1 Subsidiary Company. In accordance with Section 129,
134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing
Regulations, your Company has prepared consolidated financial statements of the Company and a
separate statement containing the salient features of financial statement of subsidiaries, joint ventures
and associates in Form AOC-1 is attached as ‘Annexure I’.

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

PUBLIC DEPOSITS:

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of
Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits, which
were claimed and remained unpaid by the Company as on March 31, 2025.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statement for the year ended on March
31, 2025.

ANNUAL RETURN:

The Extract of Annual Return of the company as on March 31, 2025 is available on the company's
website and can be accessed at https://sofcomsystemslimited.com/

TRANSACTIONS WITH RELATED PARTIES:

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior
approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of
repetitive nature and/or entered in the Ordinary Course of Business and are at Arm’s Length. All
Related Party Transactions are subjected to independent review by a reputed accounting firm to
establish compliance with the requirements of Related Party Transactions under the Companies Act,
2013, and Listing Regulations. There was no contracts, arrangements or transactions which was
executed not in ordinary course of business and/or at arm’s length basis. Further, there were no related
party transactions with the Company’s Promoters, Directors, Management or their relatives, which
could have had a potential conflict with the interests of the Company.

All related party transactions that were entered into during the financial year were on an arm's length
basis and were in the ordinary course of business. There were no any materially significant related
party transactions i.e. transactions exceeding 10% of the annual consolidated turnover as per the last
audited financial statement made by the Company which may have a potential conflict with the
interest of the Company at large and thus disclosure in Form AOC-2 is not required. The Board has
formulated Policy on Related Party Transactions.

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

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

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY:

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

MATERIAL CHANGES AND COMMITMENT:

Pursuant to the provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, it is hereby informed that during the period from the end of the
financial year, i.e., March 31, 2025, till the date of this Report, there have been no material changes
and commitments affecting the financial position of the Company, except as stated below:

On November 22, 2024, the Company acquired 96.39% equity shares of M/s Avian Consultancy
Services Private Limited (“ACSPL”) through a share swap arrangement, pursuant to which ACSPL
has become a subsidiary of the Company.

Save and except the above, there have been no other material changes or commitments which may
affect the financial position of the Company during the stated period.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

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

During the financial year 2024-25, the Company has received nil complaints on sexual harassment.
MATERNITY BENEFITS

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

CORPORATE SOCIAL RESPONSIBILITY:

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

RISK MANAGEMENT:

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

The Management considers the following before concluding any material decision:

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

b) strategy to mitigate such risks.

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

A. Conservation of energy -

i. ) The steps taken or impact on conservation of energy: Company ensures that the operations are

conducted in the manner whereby optimum utilization and maximum possible savings of energy
is achieved.

ii. ) The steps taken by the Company for utilizing alternate sources of energy: No alternate source

has been adopted.

iii. ) The capital investment on energy conservation equipment: No specific investment has been

made in reduction in energy consumption.

B. Technology absorption -

i. ) The effort made towards technology absorption: Not Applicable.

ii. ) The benefit derived like product improvement, cost reduction, product development or

import substitution: Not Applicable

iii. ) in case of imported technology (imported during the last three years reckoned from the

beginning of the financial year) -

a. The details of technology imported: Nil.

b. The year of import: Not Applicable.

c. Whether the technology has been fully absorbed: Not Applicable.

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof:

Not Applicable.

iv. ) The expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings & Expenditure:

i. ) Details of Foreign Exchange Earnings: Nil

ii. ) Details of Foreign Exchange Expenditure: Nil

CORPORATE GOVERNANCE:

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

SECRETARIAL AUDITOR AND THEIR REPORT:

The Company has appointed M/s. Deepti & Associates, Practicing Company Secretary, to conduct the
secretarial audit of the Company for the financial year 2024-25, as required under Section 204 of the
Companies Act, 2013 and Rules there under. The Secretarial Audit Report for the financial year 2024¬
25 is annexed to this report as an Annexure - D.

The Company has received certificate dated September 1, 2025, from M/s. Deepti & Associates,
Practicing Company Secretary, confirming that none of the Directors of the Company have been
debarred or disqualified from being appointed or continuing as director of companies by the
SEBI/Ministry of Corporate of Affairs or any such authority and Annual Secretarial Compliance
Report dated May 28, 2025 for the FY 2024-25. Both Certificates are annexed to this report as an
Annexure - E & Annexure - F.

STATUTORY AUDITOR AND THEIR REPORT:

M/s S.D. Mehta & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 137193W), were
appointed as the Statutory Auditor of the Company and have audited the financial statements for the
Financial Year 2024-25. The Auditor’s Report on the Financial Statements forms an integral part of
this Annual Report.

Subsequent to the completion of the audit for the Financial Year 2024-25, M/s S.D. Mehta & Co.,
Chartered Accountants, tendered their resignation as Statutory Auditors of the Company with effect
from August 14, 2025, citing reasons as detailed in their resignation letter and as disclosed in the
announcement dated August 14, 2025.

INTERNAL AUDIT & CONTROL:

The Company has appointed M/s. Tamakuwala & Co., Chartered Accountants (FRN No.: 114137W),
as its Internal Auditors for the Financial Year 2024-25. They will be responsible for evaluating and
improving the Company's internal audit, controls, systems, and processes. The Company has
implemented adequate internal financial controls commensurate with its size, scale, and complexity of
operations, ensuring the accuracy and reliability of financial reporting

REPORTING OF FRAUD:

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

DATA PRIVACY, DATA PROTECTION AND CYBER SECURITY

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

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

MAINTENANCE OF COST RECORD:

Since the company is not falling under prescribed class of Companies, our Company is not required to
maintain cost record.

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

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

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in
section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable
provisions of the act and listing regulations, to the extent the transactions took place on those items
during the year. Your directors further state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review or they are
not applicable to the Company;

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

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

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

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

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

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

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

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

(ix) There have been no material changes and commitments affecting the financial position of the
Company that have occurred between the end of the financial year to which the financial
statements relate and the date of this report.

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

APPRECIATIONS AND ACKNOWLEDGEMENT:

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

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

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

Registered office: For and on behalf of Board of Directors

D-36, Subhash Marg, Flat No. 802 Sheel SOFCOM SYSTEMS LIMITED

Mohar Apartment, C-Scheme, Jaipur, CIN: L72200RJ1995PLC010192

Rajasthan, India, 302001

Sd/- Sd/-

Date: September 05, 2025 Tanvi Jay Rupawala Denish Shashikant Marwadi

Place: Ahmedabad Managing Director Director

DIN: 10698868 DIN: 10699241