Directors Report of Megri Soft Ltd.

Mar 31, 2025

The Board of Directors of your Company take pleasure in presenting the 34th Annual Report on the business and operations of the Company together with the audited
Standalone and consolidated Financial Statements and the Auditor''s Report thereon for the financial year ended March 31, 2025.

The results of operations for the year under review are given below:

>- Results of operations

	Particulars	Standalone		Consolidated
		FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
1.	Revenue	299.80	276.12	355.64	338.30
2.	Other Income	5.55	6.00	5.55	6.00
3.	Total Income (1 2)	305.35	282.12	361.19	344.30
Expenditure:
a) Employees Benefits Expenses		111.95	53.12	138.13	80.78
b) Depreciation and Amortization expenses		10.37	8.91	11.40	9.79
c) Finance Cost		0	0	0	0
d) Other Expenses		118.39	137.37	137.92	162.32
4.	Total Expenditure	240.71	199.40	287.45	252.89
5.	Earnings Before Interest and Tax (EBIT) (3-4)	64.64	82.72	73.74	91.41
6.	Exceptional Item	0	0	0	0
7.	Net Profit before tax (5-6)	64.64	82.72	73.74	91.41
8.	Tax Expenses	16.67	21.47	18.23	23.14
9.	Net Profit After Tax (7-8)	47.97	61.25	55.51	68.27
10.	Other Comprehensive Income (Net of Tax)	0.20	1.03	0.20	1.03
11.	Total Comprehensive Income (9 10)	48.17	62.28	55.71	69.30

>- Financial Review

Standalone Financial Statements

The annual audited Standalone Financial Statements for the year have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015
(Ind-AS) prescribed under Section 133 of the Companies Act, 2013, and other recognised accounting practices and policies to the extent applicable. Necessary
disclosures as regards the key impact areas & other adjustments upon transition to Ind-AS reporting have been made under the Notes to Financial Statements. Your
Company''s revenue from operations is ^ 299.80 Lakh during the year under review as against ^276.12 Lakh during the previous financial year Operating EBIT for the
year is ^ 64.64 Lakh compared to ^ 82.72 Lakh in FY 2023-24. Profit before tax (PBT) from ordinary activities (before exceptional items) is ^ 64.64 Lakh in FY2024-25
as against ^ 82.72 Lakh in FY 2023-24

Consolidated Financial Statements

The Consolidated Financial Statements have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS), prescribed under
Section 133 of the Companies Act, 2013, and other recognised accounting practices and policies to the extent applicable. The Consolidated Financial Statements have
been prepared on the basis of the audited financial statements of the wholly owned subsidiary (Megrisoft Limited) incorporated in the United Kingdom, as approved
by their respective Board of Directors. On a consolidated basis, your Company achieved net revenue of ^355.64 Lakh during the year under review as against ^ 338.30
Lakh during the previous financial year. The total consolidated income for the year is ^ 361.19 Lakh compared to ^ 344.30 Lakh in FY 2023-24.

>- Dividend

In order to strengthen the financial position of the Company, your directors proposed to retain the profits for future growth & expansions; therefore do not
recommend any dividend for the year

>- Transfer to Reserves

During the year under review, the balance in Other Equity stands at ^ 1880.72 Lakhs. The Board of Directors of your company has decided not to transfer any amount
to the Reserves for the year under review.

>- Share Capital

There have been no changes in the authorized share capital, issued, subscribed and paid-up share capital during the year under review.

The authorized share capital was ^ 3,30,00,000/- divided into 33,00,000 equity shares of ^10/- each, and the issued, subscribed, and paid-up share capital remained
^ 3,14,07,000/- divided into 31,40,700 equity shares of ^ 10/- each, fully paid.

>- Listing of Shares

The Company''s shares are listed on Bombay Stock Exchange Ltd. (BSE) & Metropolitan Stock Exchange of India Limited (MSEI). The annual listing fees of BSE and
MSEI have been paid.

BSE Limited, Metropolitan Stock Exchange of India Ltd.

Phiroze Jeejeebhoy Towers, 205(A), 2nd floor, Piramal Agastya Corporate Park,

Dalal Street, Fort, Kamani junction, LBS Road,

Mumbai-400 001 Kurla(West), Mumbai - 400070

Email Id: [e-mail] Email ID: [e-mail]

Script Code: 539012 Symbol: MEGRISOFT

ISIN Code Of The Company

The ISIN of the Company on both the depositories, i.e. NSDL and CDSL, is INE756R01013 and BSE Code: 539012 MSEI Symbol: MEGRISOFT

>- Fixed Deposits

During the year under review, your Company has not invited or accepted any Deposits from the public/members pursuant to the provisions of Sections 73 and 76 of
the Companies Act, 2013, read together with the Companies (Acceptance of Deposits) Rules, 2014.

>- Operations Review

The Company has primarily one business segment of IT/ITES services and therefore has only one reportable segment with IND AS 108 "Operating Segment".

>- Annual Return

The Annual Return of the Company as on March 31, 2025, in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014, is available on the website of the Company at www.megrisoft.com/investors

>- Details of Subsidiaries

The Company incorporated a wholly owned subsidiary, "Megrisoft Limited”, in London, United Kingdom, under the Registrar of Companies for England and Wales on
October 18, 2016. During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Act, we have prepared the
Consolidated financial statements of the Company, which form part of this Integrated Annual Report. Further, a statement containing the salient features of the
financial statements of our subsidiary in the prescribed format AOC-1 is appended as Annexure 1 to the Board''s report. The statement also details the performance
and financial positions of the wholly owned subsidiary and their contribution to the company’s overall performance.

The requirements with respect to the subsidiary companies in terms of Regulation 24 of the Listing Regulations have been complied with. In terms of Regulation
16(1)(c) of the Listing Regulations, the Company has adopted a ''Policy on Material Subsidiary''. The Policy on Material Subsidiary is available on the Company''s
weblink a https://www.megrisoft.com/investors

>- Particulars of Loans, Guarantees or Investments in Securities

The particulars of investments made are given in the notes to the standalone financial statements. (Please refer to Note No. 4 to the standalone financial statements).
The company has not given any loans nor provided any securities or guarantees.

>- Particulars of Contracts & Arrangements made with Related Parties.

In compliance with the requirements of the Listing Regulations, the Board of Directors has adopted a policy on materiality of Related Party Transactions and also on
dealing with all Related Party Transactions (’RPT’ Policy) to ensure the proper approval and reporting of such transactions. Transactions are considered to be
appropriate only if they are in the best interest of the Company and its shareholders. As per the provisions of the Act and the Listing Regulations, your Company has
formulated a Policy on Related Party Transactions, also available on the Company''s website at http: //www.megrisoft.com/pdfs/rptp.pdf.

The Policy intends to ensure proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This
Policy specifically deals with the review and approval of Material Related Party transactions, keeping in mind the potential or actual conflicts of interest that may arise
because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Form AOC-2 pursuant to
Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is set out in the "Annexure II” to this report.

There were no materially significant related party transactions that may have a potential conflict with the interests of the Company at large. Details of all related party
transactions, i.e. transactions of the Company, with its Promoters, the Directors or the management, their subsidiaries or relatives etc., are present under Note No.30 to
the Standalone Financial Statements of the Annual Report.

>- Disclosure of Accounting Treatment in Preparation of Financial Statements.

The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013,
read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, along with the presentation requirements of Schedule III
(Division II) of the Act. All assets and liabilities have been classified as current or non-current in line with the Company''s operating cycle and the criteria specified in
Schedule III (Division II). Considering the nature of services and the time between rendering of services and their realization in cash or cash equivalents, the Company
has determined its operating cycle to be twelve months for the purpose of such classification.

>- Certificate For Non-Disqualification Of Directors

M/s K V Bindra & Associates, Practising Company Secretaries, have issued a certificate confirming that none of the Directors of the Company have been debarred or
disqualified from being appointed or continuing as Directors by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any other statutory
authority. The said certificate is annexed to this Report.

>- Material changes and commitments, if any, affecting the financial position of the Company occurred between the end of the Financial Year
to which this financial statement relates and the date of the report:

There have been no material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company and
the date of the Report.

As required under section 134(3) of the Act, the Board of Directors informs the members that during the financial year, there have been no material changes, except as
disclosed elsewhere in the report:

• In the nature of the Company''s business

• In the nature of subsidiary business carried out by them and

• In the classes of business in which the Company has an interest

>- Future Outlook

In recent years, the Company has made substantial strides in expanding its portfolio of services, including SEO, web design and development, AI solutions, app
development, digital marketing, and IT services, across the United Kingdom (UK), the USA, and European countries. To bolster its market presence and capitalize on
growth opportunities, the Company has established a wholly-owned subsidiary in London, UK, strategically positioning itself further to expand its business operations
in the UK and Europe. Building on this strong foundation, the Company is set to enhance and diversify its service offerings, with a focus on digital marketing, web and
app development, and IT-enabled services (ITES). This strategic expansion aims to solidify the Company''s reputation as a leading provider of comprehensive digital
solutions in these key global markets, driving sustained growth and innovation in the years to come.

>- IT Unit at I.T. City, SAS Nagar, Punjab

Last year, we had informed our stakeholders about the commissioning of our new 57,000 sq. ft. IT/ITES facility at I-46, Sector-83 Alpha, I.T. City, SAS Nagar (Mohali),
Punjab. The unit commenced commercial operations on October 1, 2023, and continues to play a pivotal role in strengthening our technology-led service offerings.

During the year under review, the Company achieved an important milestone in relation to this facility. We have complied with all the conditions of allotment and
related requirements stipulated by the Greater Mohali Area Development Authority (GMADA). After obtaining GMADA''s approval for the conversion of the plot from
leasehold to freehold, the conveyance deed for the plot was duly executed on November 13, 2024, in favour of the Company.

With this, the SAS Nagar unit now stands on a freehold property owned by the Company, further consolidating our asset base and providing long-term security of
tenure. This development reinforces our commitment to strengthening infrastructure, ensuring compliance with all regulatory frameworks, and creating a sustainable
foundation for our future growth.

Currently, one floor of the facility is operational for IT/ITES activities, while the interior works for the remaining floors are progressing in phases. Once fully functional,
this state-of-the-art facility will serve as a critical hub for our operations, enabling us to enhance our business capabilities significantly. The expanded space and
advanced infrastructure will allow us to integrate and deploy new technologies, including AI-driven solutions, cloud computing, and advanced application
development. This investment positions us to meet better the growing demands of our global clients, foster innovation, and drive the next phase of our
growth—ensuring we remain at the forefront of the industry.

>- Corporate Governance

Pursuant to provisions of SEBI (LODR) Regulations, 2015, the provision of Regulation 27(2) of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015
regarding Corporate Governance Report is not applicable on our Company due to the applicability of the exemption provided under Regulation 15 (2) of SEBI(LODR)
Regulations, 2015.

As per Regulation 15(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the compliance with the Corporate Governance provisions as
specified in regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and paras C, D and E of Schedule V of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 shall not apply.

Brief Details of Company''s Paid-Up Equity Share Capital and Net Worth as on the Financial Year March 31, 2025,

	Standalone Balance Sheet	Consolidate Balance Sheet
Balance Sheet	As on 31.03.2025	As on 31.03.2025
	(In Crores)	(In Crores)
Paid Up Equity Share Capital	3.14	3.14
Net Worth	21.95	22.37

Accordingly, it may be noted that our company''s paid-up Share Capital is below Rs. 10 Crores, and its Net Worth does not exceed Rs. 25 Crores and hence, compliance or
disclosure in relation to the Compliance Report on Corporate Governance is not applicable to the Company.

>- Management Discussion And Analysis

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

>- Risk Management

Risks are inherent to our business as our operating environment is complex, highly regulated, and dynamic. To attain our strategic growth objectives, protect the
interests of all our stakeholders, and meet legal requirements, we have an established process for identifying, analyzing, and responding appropriately to all business
risks.

We have a well-embedded Risk Management Framework to ensure we are well-placed to manage any adverse effects posed by financial, operational, strategic, or
regulatory risks. Our framework adopts appropriate risk mitigation measures for identified risks across all functions. The process ensures that new risks that might
arise, or the impact of existing risks that might have increased, are identified, and a strategy is put in place to mitigate them.

The major risks identified by the management are regulatory, competition, supply chain disruption, cyber and data security, and economic and political risks.

A review of the risk management policy is carried out annually by the Board of Directors, which oversees the company''s risk management function. Our performance
in the year is a testament to the strength of our risk management system.

>- Internal Controls and Adequacy

Your Company has a robust and reliable system of internal controls commensurate with the business''s nature and the operations'' scale and complexity. The Company
has adopted policies and procedures covering all financial, operating and compliance functions. These controls have been designed to provide reasonable assurance
over:

1. Effectiveness and efficiency of operations

2. Safeguarding of assets from unauthorised use or losses

3. Compliance with applicable laws and regulations

4. Prevention and detection of fraud and errors

5. Accuracy and completeness of the accounting records

6. Timely preparation of reliable financial information

The current system of Internal Financial Controls (IFC) is aligned with the requirements of the Companies Act 2013 and is in line with the globally accepted risk-based
framework. The Internal Audit (IA) function of the Company functionally reports to the Chairperson of the Audit Committee, thereby maintaining its objectivity. The IA
function is supported by a dedicated internal audit team and resources from external audit firms across the locations. The annual internal audit plan is carved out from
a comprehensively defined Audit Universe that encompasses all businesses, functions, risks, compliance requirements and maturity of controls. The Audit Committee
approves the internal audit plan at the beginning of every year. Each quarter, the Audit Committee of the Board is presented with key control issues and the actions
taken on issues highlighted in the previous reports. The Audit Committee deliberates with the management, considers the systems as laid down and meets the internal
auditors and statutory auditors to ascertain their views on the internal control framework. The Company recognises that any internal control framework would have
some inherent limitations. It has taught a process of periodic audits and reviews to ensure that such systems and controls are updated at regular intervals.

>- Board of Directors

The Board of Directors ("Board”) determines the purpose and values of the Company. The primary role of the Board is that of trusteeship to protect and enhance
stakeholders’ value through the strategic supervision of the Company and its subsidiaries. The Company is headed by a Board that exercises leadership integrity and
judgment in directing to achieve continuing prosperity and to act in the best interest of the Company. The Board plays a critical role in overseeing how the management
serves the short-term and long-term interests of shareholders and other stakeholders. This is reflected in the Company’s governance practices, through which it strives
to maintain an active, informed and independent Board. The Board ensures that the Company complies with all relevant laws, regulations, governance practices,
secretarial, accounting and auditing standards. It identifies key risk areas and key performance indicators of the Company’s business and constantly monitors these
factors. The Board is entrusted with the ultimate responsibility of the management, general affairs direction and performance of the Company and has been vested
with the requisite powers, authorities and duties.

>- Board Size And Composition

The Board is at the core of the Company''s corporate governance practices and oversees how the management serves and protects the stakeholders'' long-term interests.
The Company believes that an active, well-informed and independent Board is necessary to achieve the highest standards of corporate governance. The Board of the
Company has an optimum combination of Executive Director, Non-Executive Non-Independent Directors and Independent Directors who have an in-depth knowledge
of business and expertise in their areas of specialisation.

>- Meetings of the Board

? Scheduling and selection of agenda items for Board meetings

• The meetings of the Board are convened by giving appropriate advance notice to the members of the Board. The Company Secretary circulates internal notice to
all the Board members asking for suggestions/details of any matter which requires discussion or approval of the Board so that the same can be incorporated into
the agenda of the Board meeting. The Board meeting date is fixed, considering the convenience and availability of the Board members.

• The agenda papers are circulated to the Directors in advance, along with suitable explanatory notes. At each meeting, detailed presentations and important
documents are placed at the meeting table to discuss individual agenda items. The minutes of the Committees of the Board are taken as read at the meeting of the
Board for information of the members. The follow-up actions of important agenda items of previous Board meetings are placed at the Board meeting for review
by the Board.

• The Company Secretary conducts the Board meetings and prepares all documents, including meeting minutes, in compliance with the provisions of the
Companies Act and other statutory enactments. The Company Secretary records minutes of proceedings of each Board and Committee meeting. Draft minutes are
circulated to Board/Board Committee members for their comments. The minutes are entered in the Minutes Book within 30 days from the conclusion of the
meeting.

• Pursuant to Schedule IV to the Companies Act, 2013 and Listing Regulations, one meeting of Independent Directors was held during the year i.e. on January 31,
2025, without the attendance of Executive directors and members of Management. In addition, the Company encourages regular separate meetings of its
independent directors to update them on all business-related issues and new initiatives.

• During the Financial Year 2024-25, the Board met 7 (Seven) times . The maximum time gap between any two meetings did not exceed prescribed period of one
hundred twenty days. The particulars of directors present at various Board and Committee meetings are iven in the said Report.

< No. of Meetings Attended hv the Board of Directors

S.No	Name of the Directors	Number of meetings attended
1.	Mohnesh Kohli	7
2.	Aprajita Kohli	1

3.	Rajnesh Sharma	7
4.	Sahil Malhotra	7
5.	Raman Seth	6
6.	Diksha	3

General Meetings

During the Financial Year 2024-25, 1 (one) Meeting was held by the Company’s Shareholders. The details of the Meetings are as follows:

S.No.	Meeting	Date of Meeting
1.	Annual General Meeting	30.09.2024

>- COMMITTEES OF THE BOARD

During the year, the Board had the following Committees -

1) Audit Committee

2) Nomination & Remuneration Committee

3) Stakeholders Relationship Committee

4) Committee of Independent Directors

During the year, the Board had the Audit Committee, the Stakeholders'' Relationship Committee, the Nomination & Remuneration Committee, and the Committee of
Independent Directors. Each Committee has its defined terms of reference/charter. It has been assigned a scope of responsibilities, duties and authorities, which is
reviewed by the Board, from time to time, to determine the appropriateness of the purpose for which the Committee was formed and further to keep abreast with the
changing business environment and the statutes.

The composition of the Committees is in line with the requirements prescribed under applicable laws and regulations. The proceedings of each Committee meeting are
placed before the Board at the following meeting for its information and noting. During the year under review, all mandatory recommendations made by the
Committees were duly considered and accepted by the Board.

The Board of Directors determines the constitution of various Committees, their scope of work, and the terms of service of their members.

A summary of the roles, composition, number of meetings held during the financial year, and attendance of members at these meetings is presented below.

? Audit Committee

The company has an Audit Committee, as per the requirements of Regulation 18 of the Listing Regulations and Section 177 of the Act. The terms of reference of the
Audit Committee include the matters specified under Regulation 18 and Part C of Schedule II of the Listing Regulations and Section 177 of the Act, as amended from
time to time and other matters referred by the Board.

Composition of the Committee

As of 31 March 2025, the Company’s Audit Committee comprises the following members of the Board of Directors.

S. No	Name of the Committee member	Category
1.	Mr Mohnesh Kohli	Non-Executive Director
2.	Mr Sahil Malhotra	Non-Executive & Independent Director
3.	Mr Raman Seth	Non-Executive & Independent Director
4.	Ms. Diksha	Non-Executive & Independent Director

All members of the Audit Committee are financially and secretarially literate, with the ability to read and interpret financial statements. A majority of the Committee
members have expertise in accounting or financial management. The Company Secretary of the Company serves as the Secretary to the Committee. Ms. Diksha (DIN:
07072776) had been appointed on September 30, 2024, as an Independent and Non-Executive Director of the Company.

Meetings and attendance during the year

During the period under review, seven (7) meetings were held. The attendance of members is as follows:

S. No	Name of the Committee member	No. of meetings held	No. of meetings	% of attendance
		during the tenure	attended
1.	Mr. Mohnesh Kohli	7	7	100%

2.	Mr. Sahil Malhotra	7	7	100%
3.	Mr. Raman Seth	7	7	100%
4.	Ms. Diksha	3	3	100%

Brief Description Of Terms Of Reference

The Audit Committee''s functions and responsibilities cover a wide range of areas, including the review of the Company''s financial reporting processes, internal
controls and related party transactions. The Committee also oversees matters relating to insider trading, disclosures in financial statements, the Management
Discussion and Analysis Report, and the appointment of statutory, secretarial, and internal auditors. In addition, the Committee discharges such other responsibilities
as are prescribed under Section 177 of the Companies Act, 2013, and Regulation 18 read with Part C of Schedule II of the SEBI Listing Regulations.

The Audit Committee is empowered to discharge the specific duties and responsibilities outlined in its Charter

The highlights of the terms of reference of the Audit Committee are enumerated below:

1. Oversight of the Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct,
sufficient and credible;

2. To discuss and review with the management and auditors the annual and quarterly financial statements prior to submission to the Board for approval, with
specific focus on: items required to be included in the Directors'' Responsibility Statement; disclosures under the Management Discussion and Analysis on
financial condition and results of operations; major accounting entries and significant audit adjustments; compliance with listing and other legal
requirements; disclosure of related party transactions; matters arising from the audit report; inter-corporate loans and investments; and the appointment
of the Chief Financial Officer.

3. Reviewing and monitoring the auditor’s independence and performance, and the effectiveness of the audit process;

4. To recommend appointment/re-appointment, removal, and audit fee of Statutory/ Secretarial/ Internal Auditors;

5. Review the financial statements, in particular, the investments made in unlisted companies;

6. Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

7. Review the functioning of the Whistle-Blower Mechanism.

8. To oversee compliance with regulatory requirements and policies;

9. To review and approve all related party transactions or any subsequent modification thereof;

10. Review management letters/ letters of internal control weaknesses issued by statutory/ internal auditors and evaluation of internal financial controls;

11. Consider and comment on the rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation, etc. on the company and its
shareholders.

12. Formulating policies and supervising the implementation of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, along with the
Company''s Code of Conduct for Prevention of Insider Trading and the Code of Corporate Disclosure Practices

13. The Audit Committee may also review such matters as are considered appropriate by it or referred to it by the Board.

In line with its terms of reference, the Audit Committee is empowered to:

(i) investigate any matter falling within its scope and obtain such information as it may require from any employee; and

(ii) seek legal or other independent professional advice and, where necessary, invite external experts with relevant experience to participate in its deliberations.
During the year, all recommendations made by the Audit Committee were accepted by the Board.

? Nomination & Remuneration Committee

The composition and terms of reference of the Nomination and Remuneration Committee (NRC) are in accordance with Section 178(1) of the Companies Act, 2013
and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations.

Composition of the Committee

As of 31 March 2025, the Company’s Nomination & Remuneration Committee (the ''NRC'') comprises the following members of the Board of Directors.

S. No	Name of the Committee member	Category
1.	Mr Mohnesh Kohli	Non-Executive Director
2.	Mr Sahil Malhotra	Non-Executive & Independent Director
3.	Mr Raman Seth	Non-Executive & Independent Director
4.	Ms. Diksha	Non-Executive & Independent Director

Pursuant to provisions of Regulation 19 of the Listing Regulations, all the members of the N omination and Remuneration Committee of the company are non-executive
independent directors of the company. The Company Secretary of the company acts as the Secretary to the Committee.

Meetings and attendance during the year

During the period under review, three (3) meetings were held. The attendance of members is as follows !

S. No	Name of the Committee member	No. of meetings held	No. of meetings	% of attendance
		during the tenure	attended

1.	Mr. Mohnesh Kohli	3	3	100%
2.	Mr. Sahil Malhotra	3	3	100%
3.	Mr. Raman Seth	3	3	100%
4.	Ms. Diksha	1	1	100%

Brief Description Of Terms Of Reference

As per its Charter approved by the Board, the NRC is responsible for framing criteria for determining the qualifications, positive attributes, and independence of
directors, as well as identifying, screening, and reviewing candidates for directorships and senior management positions.

The Terms Of Reference Of The NRC, Primarily Include The Following:

1. Assisting the Board with respect to its composition to ensure that the Board is of a size and composition conducive to making appropriate decisions;

2. Reviewing the structure of Board Committees and recommending the appointment of their members and chairpersons.

3. Ensuring that effective induction and education procedures exist for new Board appointees and Senior Management;

4. Ensuring the establishment of proper procedures for assessing, reviewing, and evaluating the performance of Directors, Senior Management, Board
Committees, and the Board as a whole.

5. To formulate and recommend to the Board a remuneration policy for the Directors, Key Managerial Personnel and other employees;

6. To recommend to the Board on all remuneration in whatsoever form, payable to Senior Management;

7. Ensuring that the remuneration of Directors, Key Managerial Personnel, and Senior Management maintains an appropriate balance between fixed and
variable components, aligning short-term and long-term performance objectives with the Company''s overall goals.;

8. Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors;

9. Devising a policy on diversity of the Board of Directors;

10. Identifying individuals qualified for appointment as Directors or Senior Management, in line with the prescribed criteria, and recommending their
appointment or removal to the Board.

11. Whether to extend or continue the term of appointment of the Independent Director, based on the report of performance evaluation of the Independent
Directors; and

12. To assess the balance of skills, knowledge, and experience on the Board for each appointment of an Independent Director and, based on this assessment,
define the role and capabilities required. Any person recommended for appointment as an Independent Director must possess the identified capabilities.
For selecting suitable candidates, the Committee may:

a) engage external agencies, if necessary;

b) consider individuals from diverse backgrounds to ensure broad representation; and

c) evaluate the time commitments of prospective candidates.

? Stakeholders'' Relationship Committee

In accordance with Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations, the Board has constituted a Stakeholders’ Relationship
Committee (SRC) to address matters concerning the interests of shareholders and other security holders. The Committee reviews and resolves investor grievances,
including issues relating to share transfers, non-receipt of annual reports, and non-receipt of declared dividends.

Composition of the Committee:

As of 31 March 2025, the Company’s Stakeholders'' Relationship Committee (SRC comprises the following members of the Board of Directors .

S. No	Name of the Committee member	Category
1.	Mr Mohnesh Kohli	Non-Executive Director
2.	Mr Sahil Malhotra	Non-Executive & Independent Director
3.	Mr Raman Seth	Non-Executive & Independent Director
4.	Ms. Diksha	Non-Executive & Independent Director

Meetings and attendance during the year

During the period under review, four (4) meetings were held. The attendance of members is as follows:

S. No	Name of the Committee member	No. of meetings held during the tenure	No. of meetings attended	% of attendance
1.	Mr. Mohnesh Kohli	4	4	100%
2.	Mr. Sahil Malhotra	4	4	100%
3.	Mr. Raman Seth	4	4	100%
4.	Ms. Diksha	2	2	100%

Brief Description Of Terms Of Reference

The role and terms of reference of Stakeholders'' Relationship Committee are as follows:

1. Redressal of grievances of the members, including complaints related to the transfer/ transmission/transposition of names on the share certificates, issue of
duplicate certificates/ letter of confirmation and new certificates on split/ consolidation/ renewal;

2. Collection and analysis of reports received periodically from the Registrar and Share Transfer Agent;

3. Matters related to non-receipt of balance sheets, annual report or any other documents or information sent by the company to the members.

4. Review of measures taken for the effective exercise of voting rights by the members.

5. It reviews compliance with the service standards adopted by the Company for services provided by the Registrar and Share Transfer Agent (RTA).

Details of grievances received and attended to by the Company during FY25 are given below.

Status Of Complaints Received And Attended To During FY25

Complaints pending as on April 1, 2024	NIL
Complaints received during the year	NIL
Complaints resolved during the year	NIL
Complaints pending as on March 31, 2025	NIL

The company and its Registrar & Share Transfer Agent attend to all grievances received from the shareholders. Efforts are made to ensure that all the grievances of the
shareholders are redressed expeditiously and satisfactorily. A separate e-mail, i.e., [e-mail], has been designated by the company for the shareholders
to lodge their complaints/ queries.

Shareholders holding shares in physical mode may address such correspondence either to the Company Secretary of the company or Beetal Financial & Computer
Services (P) Limited (Registrar and Share Transfer Agent of the company). However, queries relating to non-receipt of annual reports and other related matters should
be addressed to the company. Members are requested to indicate their DP ID & Client ID/ Ledger folio number in their correspondence with the company and to
provide their email addresses and telephone numbers to facilitate prompt response from the company.

SEBI Complaints Redressal System (SCORES):

The Company is registered on SCORES, SEBI’s web-based platform for investor grievance redressal. SCORES enables centralized handling of complaints with features
such as an integrated database, online submission of Action Taken Reports (ATRs) by the Company, and real-time access for investors to track the status of their
complaints. During the year, the Company received zero (0) shareholder/investor complaints, all of which were resolved to the satisfaction of the shareholders. No
complaint remained unattended or pending beyond the statutory timelines.

? Board Evaluation Process

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, Schedule IV of the Act and SEBI (LODR) Regulations, 2015, the Board of Directors
has carried out an annual evaluation of its performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance
requirements as prescribed by Securities and Exchange Board of India (SEBI). The Board evaluated the performance of the Board after seeking inputs from all the
directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The board evaluates
the performance of the committees after seeking input from the committee members on the basis of criteria such as the composition of committees, the effectiveness
of committee meetings, etc. The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual directors on the basis of
criteria such as the contribution of the individual director to the Board and committee meetings, like preparedness on the issues to be discussed, meaningful and
constructive contributions and inputs in meetings, etc. The Board of Directors had expressed their satisfaction with the overall evaluation process.

? Committee of Independent Directors

The company''s Independent directors shall hold at least one meeting in a financial year without the attendance of non-independent directors and members of
management. The meeting of Independent Directors of the Company for the Financial Year 2024-25 was held on January 31, 2025, to discuss:

1) Review and evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole.

2) Review of the performance of the Executive and Non-Executive Directors.

3) Assessment of the quality, quantity and timeliness of the flow of information between the Management and the Board.

>- Familiarisation Programme for Independent Directors.

The Independent Directors are provided with necessary documents, reports and internal policies to enable them to familiarise themselves with the Company’s
procedures and practices. Further, periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company,
global business environment, business strategy and risks involved. Quarterly updates on relevant statutory changes are provided to the Directors in the Board
meetings. Upon appointment, the Independent Directors are issued a letter of appointment describing the terms of employment, including their roles, functions,
responsibilities and fiduciary duties as a Director of the Company.

>- Declaration by Independent Directors

The Company has received a necessary declaration from each independent director that he/she meets the criteria of independence laid down in Section 149(6), Code
for independent directors of the Act, and Regulation 16(1)(b) of the Listing Regulations. Further, in the opinion of the Board, the Independent Directors of the Company
possess the requisite qualifications, expertise and experience (including the proficiency). They are persons of high integrity and repute.

>- Disclosure Under Section 164(2) of the Companies Act, 2013

The Company has received the disclosure in Form DIR-8 from its Directors being appointed or reappointed and has noted that none of the Directors are disqualified
under Section 164(2) of the Companies Act, 2013, read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

>- Details Of Significant And Material Orders Passed By The Regulators/Courts/Tribunals

During the year under review, the Company received a favourable order from the Hon''ble Commissioner of Income Tax (Appeals) for the Assessment Year 2020-21.
The order disallows the addition of contingent tax liabilities as income. Consequently, the Company''s contingent tax liability has been reduced by Rs. 55.39 lakhs.
Expect this no significant and material orders have been passed by the regulators, courts or tribunals impacting the ongoing concern status and the Company''s
operations in the future.

>- Details Of Non-Compliance By The Company

The Company has complied with the requirements of regulatory authorities. During FY25, there was no instance of non-compliance by the Company and hence no
penalty or strictures were imposed on the Company by the Stock Exchanges, SEBI or any other statutory authority, on any matter related to capital markets.

>- Vigil Mechanism/Whistle Blower Policy

Pursuant to Section 177(9-10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has established a robust Whistle Blower Mechanism and policy to provide a structured process for reporting concerns related to unethical conduct,
suspected fraud, or violations of the Company''s Code of Conduct or Ethics Policy ("Protected Disclosure”). The objective of this policy is to create a safe and
transparent channel for individuals to raise such concerns, ensure that they are addressed promptly and appropriately, and safeguard whistle-blowers from
victimisation, harassment, or disciplinary action.

The said policy has been uploaded on the website of the Company at https: //www.megrisoft.com/pdfs/wbp.pdf.

>- Risk Management Policy

The Company has an effective risk management procedure governed at the highest level by the Board of Directors, covering the process of identifying, assessing,
mitigating, reporting and reviewing critical risks impacting the achievement of the Company’s objectives or threatening its existence.

To further strengthen & streamline the procedures about risk assessment and minimisation procedures, the Board of Directors has formulated a Risk Management
Policy, which is available for viewing on the Company''s website at the following link: http: //www.megrisoft.com/pdfs/rmp.pdf

Internal Financial Control

Your Company has established adequate internal financial controls concerning the financial statements. Such controls were tested during the year, and no reportable
material weaknesses in the design or operation were observed. The Company has also put in place adequate systems of Internal Control to ensure compliance with
policies and procedures commensurate with the size, scale and complexity of its operations.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the
safeguarding of its assets, the prevention and detection of its fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, and the
timely preparation of reliable financial disclosures.

>- Directors and Key Managerial Personnel (KMPs)

At Megrisoft, it is our belief that a strong Board is imperative to create a culture of leadership to provide a long-term vision and policy approach to improve the quality
of governance.

The composition of the Board of Directors is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an optimum
combination of Executive Directors, Non-Executive Non-Independent Directors and Independent Directors. Details of the composition of the Board of Directors,
appointments / re-appointments during the financial year under review, re-appointments after the close of the financial year, director(s) retiring by rotation and
details of a declaration by Independent Directors, which forms part of this Annual Report

? Appointment

• Ms. Diksha (DIN: 07072776) had been appointed on September 30, 2024, as an Independent and Non-Executive Director of the Company.

• The members in their 33rd Annual General Meeting th (AGM) held on 30 September 2024, approved the appointment of Ms. Aprajita Kohli (DIN:
02489600), who retired by rotation at said annual general meeting and being eligible, offered himself for re-appointment and re-appointment of Mr
Rajnesh Sharma (DIN:02528435) Whole Time Director (designated as "Chief Financial Officer”) of the Company for a period of five years with effect
from October 1, 2024, to September 30, 2029.

• The Board of Directors of the Company, on the basis of the recommendation of the Nomination and Remuneration Committee of the Company, had appointed
Ms. Khushboo Goyal as the Company Secretary & Compliance Officer w.e.f. August 12, 2024, and resigned due to personal reasons on November 30, 2024.

• Board of Directors of the Company, on the basis of the recommendation of the Nomination and Remuneration Committee of the Company, had appointed Ms.
Saloni Garg as the Company Secretary & Compliance Officer w.e.f January 31, 2025.

? Change in Designation

During the year under review, there was no change in the designation of any director of the Company.

? Cessation

• Ms. Manju Bala has resigned as Company Secretary and Compliance Officer w.e.f. 08th July 2024

• Ms. Khushboo Goyal has resigned as Company Secretary and Compliance Officer w.e.f. 30th November 2024

? Retirement by Rotation

• The members in their 33rd Annual General Meeting (AGM) held on 30 September 2024, approved the appointment of Ms. Aprajita Kohli (DIN:
02489600), who retired by rotation at said annual general meeting and, being eligible, offered herself for re-appointment

? Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) of the Act, read with the Rules framed
thereunder:

S.No.	Name	Designation
1.	Mr. Rajnesh Sharma	Whole Time Director
2.	Mr. Rajnesh Sharma	Chief Financial Officer
3.	Ms. Saloni Garg	Company Secretary & Compliance Officer

*Ms. Manju Bala has been appointed Company Secretary and Compliance Officer of the Company w.e.f. July 04, 2023, who has resigned from the said designation
w.e.f. 08th July 2024. Further, Ms. Khushboo Goyal has been appointed Company Secretary and Compliance Officer of the Company w.e.f. August 12, 2024, who has
resigned from the said designation w.e.f. 30th November 2024.

? Performance Evaluation of the Board

Listing Regulations laying down the key functions of the Board mandate that the Board shall monitor and review the Board Evaluation Process and stipulate that
the Company’s Nomination and Remuneration Committee shall lay down the evaluation criteria for the performance evaluation of Independent Directors. Section
134 of the Companies Act 2013 states that the Board needs a formal evaluation of its own performance and that of its committees and individual directors.
Further, Schedule IV to the Companies Act 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors,
excluding the director being evaluated. In accordance with the aforesaid provisions, the Board has carried out the annual performance evaluation of its
performance, the Directors individually, as well as the evaluation of the working of its Committees.

? Annual Evaluation of the Board Performance:

Pursuant to Schedule IV of the Companies Act, 2013 and Listing Regulations, one meeting of Independent Directors was held during the year, i.e. on January 31,
2025, without the attendance of Executive directors and members of Management to evaluate the performance of Non-Independent Directors, Chairperson of
the Company and the Board as a whole. In addition, the Company encourages regular separate meetings of its independent directors to update them on all
business-related issues and new initiatives.

? Familiarization Program for Independent Directors

Pursuant to provisions of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Schedule IV of the Companies Act,
2013, the company has formulated ''Familiarisation Programmes'' for the Independent Directors, and it may be accessed on the Company''s website at
http://www.megrisoft.com/pdfs/fp-id.pdf. Further, at the time of the appointment of an Independent Director, the company issued a formal letter of
appointment outlining his/her role, function, duties & responsibilities.

? Company’s Policy relating to Directors'' appointment, payment of remuneration and discharge of their duties:

Pursuant to the provisions of Section 178 (1) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee,
framed a policy for the selection, nomination, appointment and remuneration of Directors suitably containing the criteria determining qualifications, positive
attributes and independence of a Director. The Nomination & Remuneration Policy is annexed hereto and forms part of this report as Annexure III, and it may
also be accessed on the Company’s website https: / /www.megrisoft.com/pdfs/NMR-Poilcy.pdf

? Auditors & Auditor''s Report

? Statutory Auditor

M/s. Narinder Kumar and Company, Chartered Accountants (Firm Registration No. 030737N) were appointed as Statutory Auditors of the Company in the
33rd Annual General Meeting to hold office for a term of five consecutive years from the conclusion of the 33rd Annual General Meeting (AGM) till the
conclusion of the 38th Annual General Meeting (AGM) of the Company.

The Statutory Auditors of the Company have submitted the Auditor''s Report on the Financial Statements of the Company for the Financial Year ended March
31, 2025.

The Notes on financial statement referred to in the Statutory Auditors’ Report, enclosed with the financial statements, are self-explanatory and do not call for
any further comments. The Statutory Auditor’s report does not contain any qualifications, reservations, adverse remarks, or disclaimers, which would be
required to be dealt with in the Board''s Report.

? Secretarial Auditor

Pursuant to provisions of Section 204 and other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and basis the recommendation of the Board
of Directors of the Company, K V Bindra & Associates., Practicing Company Secretaries, (COP 12962) (Membership No.: FCS 10074), be and are hereby
appointed as Secretarial Auditor of the Company, for a term of four (4) consecutive financial years, commencing from the financial year 2025-26 to the
financial year 2028-29, at such remuneration plus applicable taxes and on such terms and conditions as may be determined by the Governing Board
(including its Committees thereof) and the Secretarial Auditor and to avail any other services, certificates, or reports as may be permissible under applicable
laws

Further pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors of the Company has been appointed M/s K V Bindra & Associates, Company Secretaries in Practice (COP
12962) to undertake the Secretarial Audit of the Company for the financial year 2024-2025. M/s K V Bindra & Associates, Practicing Company Secretaries,
have carried out the Secretarial Audit for the financial year ended March 31, 2025. The Secretarial Audit Report in Form No. MR-3 for the financial year ended
31st March, 2025, under the Act, read with rules made thereunder, is annexed herewith as Annexure IV and forms an integral part of this report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in his Report for the year under review and
therefore, it does not call for any further comments.

? Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the Company has appointed M/s Vikas Wasson & Associates,
Chartered Accountants (Firm Reg. No. 026171N) to conduct the internal audit of the Company for the financial year 2024-2025.

M/s Vikas Wasson & Associates, Chartered Accountants, performs the duties of internal auditors of the Company for the financial year 2024-2025 and their
report is reviewed by the audit committee.

The company has further appointed of M/s. Vikas Wasson & Associates Chartered Accountant (FRN: 026171N) as Internal Auditor of the Company for a
period of five consecutive financial years from FY 2025-26 to FY 2029-30.

? Secretarial Standards

The company has established robust systems to ensure adherence to all applicable Secretarial Standards issued by the Institute of Company Secretaries of
India (''ICSI'') and approved by the Central Government. These systems are designed to facilitate compliance with the provisions of the Act, specifically Section
118(10), which mandates the observance of Secretarial Standards concerning General and Board Meetings.

To maintain effective implementation, the company regularly reviews and updates its internal processes to align with the evolving standards and best
practices.This proactive approach ensures that the systems remain adequate and operate effectively, thereby upholding the highest standards of corporate
governance.

? Reporting Of Frauds By Auditors

During the year under review, none of the auditors, viz. Statutory Auditors and Secretarial Auditors have reported to the Audit Committee, under Section
143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the
Board’s Report.

? Maintenance of Cost Records

The provisions of maintenance of Cost Records as specified by the Central Government under subsection (1) of Section 148 of the Act are not applicable to the
Company.

? Audit Reports

• The Auditors'' Report for the financial year ended March 31, 2025, does not contain any qualification, reservation or adverse remark. The Auditor’s Report is
enclosed with the financial statements in this Annual Report.

• The Secretarial Auditor''s Report for the financial year ended March 31, 2025, does not contain any qualification, reservation or adverse remark. The
Secretarial Auditor''s Report is enclosed as Annexure IV to the Board''s report in this Annual report.

♦ REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the statutory auditor nor the secretarial auditor has reported to the Audit Committee any instances of
fraud committed against the Company by its officers or employees under Section 143 (12) of the Act, the details of which would need to be
reported in the Board''s Report.

♦ SECRETARIAL STANDARDS

The Company complies with all the mandatory secretarial standards issued by the Institute of Company Secretaries of India as applicable.

♦ LISTING ON STOCK EXCHANGES

The Company''s equity shares are listed on BSE Limited (BSE) and Metropolitan Stock Exchange of India Limited (MSEI).

>- Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings & Outgo

? Conservation of Energy and Technology Absorption

The particulars, as required under the provisions of Section 134(3) (m) of the Companies Act, 2013, concerning the conservation of energy and technology
absorption, have not been furnished, considering the nature of activities undertaken by the company during the year under review. The Company is a Service
Sector Company and does not own any manufacturing facility; hence, the clause is not applicable. Your Company continues to use state-of-the-art technology to
improve the productivity and quality of its products and services. To create adequate infrastructure, your Company continues to invest in the latest hardware and
software.

? Foreign Exchange Earnings and Outgo

The particulars regarding foreign exchange earnings during the year 201.26 Lakhs only (Previous Year 187.45 Lakhs) and expenditure in foreign currency is 6.00
Lakhs only (Previous year 5.89 Lakhs)

? Corporate Social Responsibility (CSR) Policy

The provisions regarding the formation/constitution of the CSR Committee prescribed under Section 135 of the Companies Act, 2013, are presently not applicable to
the Company''s Human Resources Management.

>- Human Resource Management

Human resources management at Megri Soft Ltd. goes beyond the set boundaries of compensation, performance reviews and development. Your Company considers
people its biggest assets, and ''Believing in People'' is at the heart of its human resource strategy. Your Company has put concerted efforts in talent management and
succession planning, practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring,
strong and credible leadership.

During the year, the focus of your Company was to ensure that young talent is nurtured and mentored consistently, that rewards and recognition are commensurate
with performance and that employees have the opportunity to develop and grow. Your Company has established an organisational structure that is agile and focused
on delivering business results.

Regular communication and sustained efforts ensure employees are aligned on common objectives and have the right information on business evolution. Your
Company strongly believes in fostering a culture of trust and mutual respect in all its employees. It seeks to ensure that everyone understands the company’s values
and principles and is the reference point in all people’s matters.

>- The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment for women at the workplace and has adopted a policy against sexual harassment in line with the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and rules framed thereunder. The Company has complied with provisions
relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. During the financial year 2024-2025, the Company has not received any complaint on sexual harassment and hence no complaint remains pending as of March
31, 2025.

>- Managerial Remuneration And Other Disclosures

Disclosure pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(a) Ratio of the remuneration of each Director to the median remuneration of the employee''s (MRE) and other details pursuant to Section 197 (12) of the Act
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and forms part of this report as
Annexure V''.

(b) The disclosure 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 is not applicable, as there were no employees of the Company drawing remuneration beyond the limits prescribed under
the said Rules during the year under review.

(c) In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered and Corporate office of the company during the working hours.
Any member interested in obtaining a copy of the same may write to the company and obtain the copy within the statutory prescribed timeline.

(d) No Director of the company, including its Managing Director or Whole-Time Director, is in receipt of any commission from the company or its subsidiary
company.

>- Directors Responsibility Statement

As required under Section 134(3)(c) of the Act, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained
by them, confirm that:

A. In the preparation of annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material
departures, wherever applicable, within the statutory prescribed timeline.;

B. The Directors have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs of the Company as at March 31, 2025, and of the profit of the Company for that year;

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

D. The Directors have prepared the Annual Accounts on a going concern basis.

E. The Directors have laid down internal financial controls to be followed by the Company, and that such financial controls are adequate and are operating
effectively;

F. 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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal,
statutory and secretarial auditors, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by
management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were
adequate and effective during FY 2024-2025.

>- General Disclosures

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

1) Details relating to deposits covered under Chapter V of the Act.

2) Issue of equity shares with differential rights as to dividend, voting or otherwise.

3) No material changes and commitments affecting the Company''s financial position occurred between the end of the Financial Year to which these financial
statements relate and the date of this report.

4) No change in the nature of the Business of the Company.

Your Directors further state that no cases were filed during the year under review pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

>- Code of Conduct

The Board of Directors has approved a Code of Conduct that applies to the Members of the Board and all Senior Manager Personnel in the course of day-to-day
business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/behaviours of any form, and the
Board has laid down the directives to counter such acts. The Code has been posted on the Company’s websit.e The Code lays down the standard procedure of business
conduct which is expected to be followed by the directors and all Senior Manager Personnel in their business dealings and, in particular, on matters relating to
integrity in the workplace, in business practices and in dealing with stakeholders.

>- Other disclosures

1. Disclosures pertaining to compliance with Secretarial Standards: During the year under review, the Company has complied with the applicable Secretarial
Standards

2. Details of deposits in terms of Rule 8(5) of the Companies (Accounts) Rules, 2014: During the year under review, the Company has not accepted any
deposits falling within the purview of Section 73 of the Companies Act, 2013.

3. Details of equity shares with differential voting rights in terms of Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014: During the year
under review, the Company has not issued any equity shares with differential voting rights as to dividend, voting or otherwise

4. Details of sweat equity shares in terms of Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014: During the year under review, the
Company has not issued any sweat equity shares.

5. The Company has not reduced or bought back its share capital, has not changed the share capital structure from any restructuring.

6. The company''s securities were not suspended for trading during the year

7. Details of shares held in trust for the benefit of employees where the voting rights are not exercised directly by the employees in terms of Section 67 of the
Companies Act, 2013: Not applicable.

8. The disclosure pertaining to explanation for any variations or deviation in connection with certain terms of a public issue, right issue, preferential issue etc
is not applicable to the company.

9. The company has adopted a policy with regard to the determination of Material Subsidiaries in accordance with the Regulation 16 of the Listing
Regulations. The requirements with respect to the subsidiary companies in terms of Regulation 24 of the Listing Regulations have been complied with.

10. Details pertaining to application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016): During the year under
review, there are no proceedings admitted or pending against the Company under the Insolvency and Bankruptcy Code, 2016 before National Company Law
Tribunal or other courts.

11. None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act 2013.

12. Detailed reasons for revision of financial statements and report of the Board in terms of Section 131(1) of the Companies Act, 2013: The Company has not
revised its financial statements or the Directors'' Report during the year under review in terms of Section 131 of the Companies Act, 2013

13. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while
taking a loan from the Banks or Financial Institutions, along with the reasons thereof, is not applicable.

>- Appreciation

We extend our deepest gratitude to our clients, vendors, investors, bankers, and employee volunteers for their unwavering support throughout the year. We proudly
acknowledge and appreciate the invaluable contributions made by our employees at every level. It is their relentless dedication, unity, and collaboration that have
been the driving forces behind our consistent growth and success. We also express our sincere thanks to the governments of the countries where we operate, whose
support has been instrumental in our progress. Our continued achievements are a testament to the strength and commitment of all those who stand with us, and we
remain profoundly grateful for their trust and partnership.

We extend our sincere gratitude to the governments of the various countries where we operate, whose support has been vital to our success. In particular, we thank
the Government of India, with special acknowledgment to the Ministry of Communication and Information Technology, the Customs and Excise Departments, the
Income Tax Department, the Ministry of Commerce and Industry, the Ministry of Corporate Affairs, the Ministry of Finance, the Reserve Bank of India, as well as the
state governments, the Greater Mohali Area Development Authority (GMADA), the Software Technology Parks (STPs) in Mohali, Special Economic Zones (SEZs), and
other government agencies. Their unwavering support has been instrumental in our achievements, and we look forward to their continued collaboration as we move
forward.

For and on behalf of the Board

Place: Chandigarh Mohnesh Kohli Rajnesh Sharma

D_at_e: 19.05.2025 Director Whole-Time Director

DIN:01784617 DIN:02528435

---

Mar 31, 2024

The Board of Directors of your Company take pleasure in presenting the 33rd Annual Report on the business and operations of the Company together with the audited Standalone and consolidated Financial Statements and the Auditor''s Report thereon for the financial year ended March 31, 2024.

The results of operations for the year under review are given below:

>- Results of operations

	Particulars	Standalone		Consolidated
		FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
1.	Revenue	276.12	189.79	338.30	241.28
2.	Other Income	6.00	15.94	6.00	15.94
3.	Total Income (1 2)	282.12	205.73	344.30	257.22
Expenditure:
a) Employees Benefits Expenses		53.12	29.38	80.78	56.47
b) Depreciation and Amortization expenses		8.91	7.04	9.79	7.46
c) Finance Cost		0	0	0	0
d) Other Expenses		137.37	103.42	162.32	123.78
4.	Total Expenditure	199.40	139.84	252.89	187.71
5.	Earnings Before Interest and Tax (EBIT) (3-4)	82.72	65.89	91.41	69.51
6.	Exceptional Item	0	0	0	0
7.	Net Profit before tax (5-6)	82.72	65.89	91.41	69.51
8.	Tax Expenses	21.47	17.14	23.14	17.92
9.	Net Profit After Tax (7-8)	61.25	48.75	68.27	51.59
10.	Other Comprehensive Income (Net of Tax)	1.03	(4.71)	1.03	(4.71)
11.	Total Comprehensive Income (9 10)	62.28	44.04	69.30	46.88

>- Financial Review

Standalone Financial Statements

The annual audited Standalone Financial Statements for the year have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies to the extent applicable. Necessary disclosures as regards the key impact areas & other adjustments upon transition to Ind-AS reporting have been made under the Notes to Financial Statements. Your Company''s revenue from operations is ^ 276.12 Lakh during the year under review as against ^189.79 Lakh during the previous financial year. Operating EBIT for the year is ^ 82.72 Lakh compared to ^ 65.89 Lakh in FY 2022-23. Profit before tax (PBT) from ordinary activities (before exceptional items) is ^ 82.72 Lakh in FY2023-24 as against ^ 65.89 Lakh in FY 2022-23

Consolidated Financial Statements

The Consolidated Financial Statements have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013, and other recognised accounting practices and policies to the extent applicable. The Consolidated Financial Statements have been prepared on the basis of the audited financial statements of the wholly owned subsidiary (Megrisoft Limited) incorporated in the United Kingdom, as approved by their respective Board of Directors. On a consolidated basis, your Company achieved net revenue of ^338.30 Lakh during the year under review as against ^ 241.28 Lakh during the previous financial year. The total consolidated income for the year is ^ 344.30 Lakh compared to ^ 257.22 Lakh in FY 2022-23.

>- Dividend

In order to strengthen the financial position of the Company, your directors proposed to retain the profits for future growth & expansions therefore do not recommend any dividend for the year.

>¦ Transfer to Reserves

During the year under review, the balance in Other Equity stands at ^ 1832.55 Lakhs. The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

^ Share Capital

There have been no changes in the authorized share capital, issued, subscribed and paid-up share capital during the year under review.

The authorized share capital was ^ 3,30,00,000/- divided into 33,00,000 equity shares of ^10/- each, and the issued, subscribed, and paid-up share capital remained ^ 3,14,07,000/- divided into 31,40,700 equity shares of ^ 10/- each fully paid.

>- Listing of Shares

The Company''s shares are listed on Bombay Stock Exchange Ltd. (BSE) & Metropolitan Stock Exchange of India Limited (MSEI). The annual listing fees of BSE and MSEI have been paid.

>- Fixed Deposits

During the year under review, your Company has not invited or accepted any Deposits from the public/members pursuant to the provisions of Sections 73 and 76 of the Companies Act, 2013, read together with the Companies (Acceptance of Deposits) Rules, 2014.

>- Operations Review

The Company has primarily one business segment of IT/ITES services and therefore has only one reportable with IND AS 108 "Operating Segment".

>- Annual Return

The Annual Return of the Company as on March 31, 2024, in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.megrisoft.com/investors

>- Details of Subsidiaries

The Company incorporated a wholly owned subsidiary, "Megrisoft Limited”, in London, United Kingdom, under the Registrar of Companies for England and Wales on October 18, 2016. During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Act, we have prepared the Consolidated financial statements of the Company, which form part of this Integrated Annual Report. Further, a statement containing the salient features of the financial statements of our subsidiary in the prescribed format AOC-1 is appended as Annexure 1 to the Board''s report. The statement also details the performance and financial positions of the wholly owned subsidiary and their contribution to the company’s overall performance.

The requirements with respect to the subsidiary companies in terms of Regulation 24 of the Listing Regulations have been complied with. In terms of Regulation 16(1)(c) of the Listing Regulations, the Company has adopted a ''Policy on Material Subsidiary''. The Policy on Material Subsidiary is available on the Company''s weblink a https://www.megrisoft.com/investors

>- Particulars of Loans, Guarantees or Investments in Securities

The particulars of investments made are given in the notes to the standalone financial statements. (Please refer to Note No. 4 to the standalone financial statements). The company has not given any loans nor provided any securities or guarantees.

>- Particulars of Contracts & Arrangements made with Related Parties.

As per the provisions of the Act and the Listing Regulations, your Company has formulated a Policy on Related Party Transactions, also available on the Company''s website at http://www.megrisoft.com/pdfs/rptp.pdf. The Policy intends to ensure proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the "Annexure II” to this report.

>- Material changes and commitments, if any, affecting the financial position of the Company occurred between the end of the Financial Year to which this financial statement relates and the date of the report:

There have been no material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the Report.

As required under section 134(3) of the Act, the Board of Directors informs the members that during the financial year, there have been no material changes, except as disclosed elsewhere in the report:

• In the nature of the Company''s business

• In the nature of subsidiary business carried out by them and

• In the classes of business in which the Company has an interest

>- Future Outlook

In recent years, the Company has made substantial strides in expanding its portfolio of services, including SEO, web design and development, AI solutions, app development, digital marketing, and IT services, across the United Kingdom (UK), the USA, and European countries. To bolster its market presence and capitalize on growth opportunities, the Company has established a wholly-owned subsidiary in London, UK, strategically positioning itself to further expand its business operations in the UK and Europe. Building on this strong foundation, the Company is set to enhance and diversify its service offerings, with a focus on digital marketing, web and app development, and IT-enabled services (ITES). This strategic expansion aims to solidify the Company’s reputation as a leading provider of comprehensive digital solutions in these key global markets, driving sustained growth and innovation in the years to come.

>• IT Unit at I.T. City, SAS Nagar, Punjab

We are pleased to announce the completion of a 57,000 sq. ft. facility located on a company-owned plot measuring 0.505 acres at I-46, Sector-83 Alpha, I.T. City, SAS Nagar, Punjab, 160055. After securing approvals in accordance with various rules, regulations, and permissions from relevant authorities, we commenced commercial operations for IT/ITES services at this new SAS Nagar (Mohali), Punjab unit on October 1, 2023. While the building is already operational, we are in the final phase of finishing touches and enhancements to ensure the facility meets the highest standards of efficiency and technological excellence. With these last adjustments nearing completion, the unit will soon be fully equipped to support our expanding IT/ITES services, seamlessly integrating cutting-edge technologies to drive innovation and propel our growth.

This state-of-the-art facility will serve as a critical hub for our operations, enabling us to significantly enhance our business capabilities. The expanded space and advanced infrastructure will allow us to integrate and deploy new technologies, including AI-driven solutions, cloud computing, and advanced app development. This investment positions us to better meet the growing demands of our global clients, foster innovation, and drive the next phase of our growth, ensuring we remain at the forefront of the industry.

> Corporate Governance

As per regulation 15(2) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply to the listed entity having a paid up equity share capital not exceeding rupees ten crores and net worth not exceeding rupees twenty five crores as on the last day of the previous financial year.

Brief Details of Company''s Paid-Up Eauity Share Capital and Net Worth as on the Financial Years March 31. 2024,

	Standalone Balance Sheet	Consolidate Balance Sheet
Relevant Particulars of
Balance Sheet	As on 31.03.2024	As on 31.03.2024
	(In Crores)	(In Crores)
Paid Up Equity Share Capital	3.14	3.14
Net Worth	21.47	21.81

Accordingly, it may be noted that our company’s paid-up Share Capital is below Rs. 10 Crores, and its Net Worth does not exceed Rs. 25 Crore. Hence, Corporate Governance provisions are not applicable to the Company for the year ended 31st March, 2024.

> Management Discussion And Analysis

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

> Risk Management

Risks are inherent to our business as our operating environment is complex, highly regulated, and dynamic. To attain our strategic growth objectives, protect the interests of all our stakeholders and meet legal requirements, we have an established process of identifying, analysing, and responding appropriately to all business risks. We have a well-embedded Risk Management Framework to ensure we are well-placed to manage any adverse effect posed by financial, operational, strategic or regulatory-related risks. Our framework adopts appropriate risk mitigation measures for identified risks across functions. The process ensures that new risks, which might arise, or the impact of existing risks which might have increased, are identified and a strategy is put in place for mitigating such risks. The major risks identified by the management are regulatory, competition, supply chain disruption, cyber and data security along economic and political risks. A review of the risk management policy is carried out annually by the Risk Management Committee and the Board of Directors. Our performance in the year is testimony to the strength of our risk management system.

> Internal Controls and Adequacy

Your Company has a robust and reliable system of internal controls commensurate with the business’s nature and the operations’ scale and complexity. The Company has adopted policies and procedures covering all financial, operating and compliance functions. These controls have been designed to provide reasonable assurance over:

1. Effectiveness and efficiency of operations

2. Safeguarding of assets from unauthorised use or losses

3. Compliance with applicable laws and regulations

4. Prevention and detection of frauds and errors

5. Accuracy and completeness of the accounting records

6. Timely preparation of reliable financial information

The current system of Internal Financial Controls (IFC) is aligned with the requirements of the Companies Act 2013 and is in line with the globally accepted risk-based framework. The Internal Audit (IA) function of the Company functionally reports to the Chairperson of the Audit Committee, thereby maintaining its objectivity. The IA function is supported by a dedicated internal audit team and resources from external audit firms across the locations. The annual internal audit plan is carved out from a comprehensively defined Audit Universe that encompasses all businesses, functions, risks, compliance requirements and maturity of controls. The Audit Committee approves the internal audit plan at the beginning of every year. Each quarter, the Audit Committee of the Board is presented with key control issues and the actions taken on issues highlighted in the previous reports. The Audit Committee deliberates with the management, considers the systems as laid down and meets the internal auditors and statutory auditor to ascertain their views on the internal control framework. The Company recognises that any internal control framework would have some inherent limitations. It has taught a process of periodic audits and reviews to ensure that such systems and controls are updated at regular intervals.

> Board of Directors

The Board of Directors ("Board”) determines the purpose and values of the Company. The primary role of the Board is that of trusteeship to protect and enhance stakeholders'' value through the strategic supervision of the Company and its subsidiaries. The Company is headed by a Board that exercises leadership integrity and judgment in directing to achieve continuing. prosperity and to act in the best interest of the Company. The Board plays a critical role in overseeing how the management serves the short-term and long-term interests of shareholders and other stakeholders. This is reflected in the Company''s governance practices, through which it strives to maintain an active, informed and independent Board. The Board ensures that the Company complies with all relevant laws, regulations, governance practices, secretarial, accounting and auditing standards. It identifies key risk areas and key performance indicators of the Company''s business and constantly monitors these factors. The Board is entrusted with the ultimate responsibility of the management, general affairs direction and performance of the Company and has been vested with the requisite powers, authorities and duties.

> BOARD SIZE AND COMPOSITION

The Board is at the core of the Company''s corporate governance practices and oversees how the management serves and protects the stakeholders’ long-term interests. The Company believes that an active, well-informed and independent Board is necessary to achieve the highest standards of corporate governance. The Board of the Company has an optimum combination of Executive Director, Non-Executive Non-Independent Directors and Independent Directors who have an in-depth knowledge of business and expertise in their areas of specialisation.

>• Meetings of the Board

? Scheduling and selection of agenda items for Board meetings

• The meetings of the Board are convened by giving appropriate advance notice to the members of the Board. The Company Secretary circulates internal notice to all the Board members asking for suggestions/details of any matter which requires discussion or approval of the Board so that the same can be incorporated into the agenda of the Board meeting. The Board meeting date is fixed, considering the convenience and availability of the Board members.

• The agenda papers are circulated to the Directors in advance, along with suitable explanatory notes. At each meeting, detailed presentations and important documents are placed at the meeting table to discuss individual agenda items. The minutes of the Committees of the Board are taken as read at the meeting of the Board for information of the members. The follow-up actions of important agenda items of previous Board meetings are placed at the Board meeting for review by the Board.

• The Company Secretary conducts the Board meetings and prepares all documents, including meeting minutes, in compliance with the provisions of the Companies Act and other statutory enactments. The Company Secretary records minutes of proceedings of each Board and Committee meeting. Draft minutes are circulated to Board/Board Committee members for their comments. The minutes are entered in the Minutes Book within 30 days from the conclusion of the meeting.

• Pursuant to Schedule IV to the Companies Act, 2013 and Listing Regulations, one meeting of Independent Directors was held during the year i.e. on February 5, 2024, without the attendance of Executive directors and members of Management. In addition, the Company encourages regular separate meetings of its independent directors to update them on all business-related issues and new initiatives.

• During the Financial Year 2023-24, the Board met 10 (Ten) times i.e. on 03.04.2023, 03.05.2023, 18.05.2023, 04.07.2023, 11.08.2023, 30.08.2023, 29.09.2023, 23.10.2023, 09.11.2023 and 8.02.2024. The maximum time gap between any two meetings did not exceed prescribed period of one hundred twenty days. The particulars of directors present at various Board and Committee meetings are iven in the said Report.

• No. of Meetings Attended by the Board of Directors

S.No	Name of the Directors	Number of meetings attended
1.	Mohnesh Kohli	10
2.	Aprajita Kohli	5
3.	Rajnesh Sharma	10
4.	Mahesh Kumar	6
5.	Ishwar Partap Singh	3
6.	Sahil Malhotra	6
7.	Raman Seth	4

General Meetings

During the Financial Year 2023-24, 1 (one) Meeting was held by the Company’s Shareholders. The details of the Meetings are as follows:

S.No.	Meeting	Date of Meeting
1.	Annual General Meeting	29.09.2023

Committees of the Board

During the year, the Board had the following Committees -

1) Audit Committee

2) Nomination & Remuneration Committee

3) Stakeholders Relationship Committee

4) Committee of Independent Directors

Each Committee has its own Charter and has been assigned a scope of responsibilities, duties, and authorities, which the Board reviews from time to time to determine the appropriateness of the purpose for which the Committee was formed. Committee composition confirms applicable laws and regulations. Minutes of all the Committee meetings are placed for information/noting in the subsequent Board meeting.

All decisions pertaining to the constitution of committees and its Charter, including fixing of terms of service for committee members, are taken by the Board of Directors. Details on the role and composition of these committees, including the number of meetings held during the financial year and the related attendance, are provided below:

BOARD COMMITTEES

The Committees of the Board at present, their constitution and terms of reference are set out below:

? Audit Committee

The Audit Committee, which acts as a link between the management, external and internal auditors and the Company’s Board of Directors, is responsible for overseeing the Company''s financial reporting process by providing direction to audit function and monitoring the scope and quality of Internal and Statutory Audits. The Company’s Audit Committee has been constituted in compliance with Section 177 of the Act read with Regulation 18 of SEBI LODR. The Audit Committee of the Company is entrusted with the responsibility to supervise the Company''s financial reporting process, and the terms of reference of the Committee are as per the guidelines set out in SEBI LODR and Section 177 of the Act and inter alia, including the following:

• Oversee the Company''s financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

• Recommend the appointment/removal of Statutory Auditor(s)& Internal Auditor(s), fixing the audit fee and also approve the payment for any other services;

• Recommending the terms of appointment of auditors of the Company;

• Review with the Management the quarterly/annual financial statements and the auditors'' report thereon before submission to the Board, with particular reference to the following:

a) Matters required to be included in the Directors'' Responsibility Statement to be included in the Board''s report in terms of Section 134(3)(c) of the Companies Act, 2013;

b) Changes, if any, in accounting policies and practices and reasons for the same;

c) Major accounting entries involving estimates based on the exercise of judgment by management;

d) Significant adjustments made in the financial statements arising out of audit findings;

e) Compliance with listing and other legal requirements relating to financial statements;

f) Any related party transactions i.e. transactions of the Company of a material nature, with promoters or the management, their subsidiaries or relatives, etc., that may have potential conflict with the interests of the Company at large and

g) Qualifications in draft audit report;

• Review the management performance of external and internal auditors and the adequacy of internal control systems;

• Review the adequacy of the internal audit function, reporting structure, coverage and frequency of internal audit;

• Discussion with internal Auditors any significant findings and follow up there on;

• Review the findings of any internal investigations by the internal Auditors into matters where there was suspected fraud or irregularity or a failure of internal control systems of a material nature and report the matter to the Board; 25

• Discussion with Statutory Auditors before the audit commences the nature and scope of the audit as well as have a post-audit discussion to ascertain any area of concern;

• Review the Company''s financial and risk management policies;

• Evaluation of internal financial controls and risk management systems;

• Look into the reasons for substantial defaults, if any, in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

• Reviewing the functioning of the Whistle Blower mechanism;

• Approving the appointment of Chief Financial Officer (CFO) before finalisation of the same by the management. While approving the appointment, the Audit Committee shall assess the qualifications, experience, background etc., of the candidate;

• Reviewing and monitoring the auditor''s independence, performance, and effectiveness of the audit process;

• Approving any subsequent modification of transactions of the Company with related parties;

• Monitoring the end use of funds raised through a public offer and review with the Management, the statement of uses/ application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer/document /prospectus /notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue and making appropriate recommendations to the Board to take up steps in this manner;

• Reviewing the adequacy of the internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

• Scrutinise inter-corporate loans and investments;

• Valuation of undertakings or assets of the Company, wherever it is necessary;

• Reviewing the utilisation of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower, including existing loans/advances/investments and

• To carry out any other function as may be required to be carried out by the Audit Committee under the Act, the listing agreement and all other applicable laws (including any statutory modification(s) or re-enactment thereof for the time being in force).

? Audit Committee Composition

Our Audit Committee comprised three directors as of March 31, 2024, of which two are independent directors and one is a non-executive director The Company Secretary acts as the secretary to the audit committee.

? Mr. Mahesh Kumar - Chairman (Non-Executive & Independent Director)

? Mr. Mohnesh Kohli - Member (Non-Executive Director)

? Mr. Ishwar Pratap Singh Member (Non-Executive & Independent Director)

? Mr. Sahil Malhotra Member (Non-Executive & Independent Director)

? Mr. Raman Seth Member (Non-Executive & Independent Director)

• Mr. Sahil Malhotra (DIN: 10167054) had been appointed on July 4, 2023 as an Independent and Non executive Director of the Company.

• Mr. Raman Seth (DIN: 07986684) had been appointed on September 29, 2023 as an Independent and Non executive Director of the Company.

• Mr. Vijay Kumar has resigned as Company Secretary and Compliance Officer w.e.f. 04th July 2023

• Mr. Ishwar Partap Singh (DIN: 07505006), (Independent Director) due to personal reasons resigned and ceased to be Independent Directors of the Company on July 04, 2023

• Mr. Mahesh Kumar (DIN: 07584152) ceased to be Independent Directors of the Company upon completion of their second term as Independent Directors on September 29, 2023.

Audit Committee Meetings

During the Financial Year 2023-24, under review 8(Eight) Audit Committee Meetings were held.

Number of Meetings attended by the Members of the Audit Committee

S.No	Name of the Directors	Number of meetings attended
1.	Mahesh Kumar	5
2.	Mohnesh Kohli	8
3.	Ishwar Pratap Singh	3
4.	Sahil Malhotra	5
5.	Raman Seth	3

There have been no instances of non-acceptance of any recommendations of the Audit Committee by the Board during the financial year under review.

? Nomination & Remuneration Committee

Nomination and Remuneration Committee has been constituted in compliance with the provisions of Section 178 of the Act read with Regulation 19 of SEBI LODR and acts as a Board Governance cum Compensation Committee. The terms of reference of this Committee inter alia include:

• Assist the Board in identifying the prospective directors and select or recommend to the Board in filling up vacancies in the offices of directors and appointment of additional directors of the Company and its subsidiaries;

• Evaluate the current composition, organisation and governance of the Board and its committees, Board of its subsidiaries, determine future requirements and make recommendations to the Board for approval;

• Ensure that the Board and the Board of its subsidiaries are properly constituted to meet its fiduciary obligations, the corporate governance principles and best practices;

• Determine the Directors who shall be liable to retire by rotation;

• Appointment of whole-time directors;

• Oversee the evaluation of the Board and management;

• Formulate the code of ethics and governance;

• Conduct succession planning and work with the Board to evaluate the potential successors to executive management positions;

• Co-ordinate and approve Board and Committee meeting schedules;

• Review of the terms of reference and annually review its performance and subject it to the assessment by the Board;

• Identify persons who may be appointed in senior management in accordance with criteria laid down, recommend to the Board their appointment and removal;

• Formulate the criteria for determining qualifications, positive attributes and independence of a director;

• Formulate criteria for evaluation of Independent Director and the Board;

• Devise a policy on Board diversity;

• Evaluate and recommend to the Board the compensation plan, policies and programs for executive directors and senior management;

• Review the performance of whole-time directors and whole-time directors of the subsidiaries nominated by the Company on its Board and recommend the

remuneration payable to them from time to time by way of salary, perquisites, commission, allowances, performance bonus, stock options etc;

• Approve the policy for and quantum of bonus payable to the members of the staff;

• Frame/modify the Employees Stock Options Scheme and recommend granting of stock options to the staff and whole-time directors of the Company and the group companies;

• Make recommendations to the Board with respect to the incentive compensation plans;

• Recommend to the Board a policy relating to remuneration for the directors, key managerial personnel and other employees and

• Recommend to the Board all remuneration, in whatever form, payable to senior management.

The primary objective of the Committee is to recommend suggestions to the Board of Directors about the Remuneration Policy for Directors, KMP and all other employees of the Company.

Our Nomination and Remuneration Committee comprised the following directors as of March 31, 2024 :

? Mr. Mohnesh Kohli - Member (Non-Executive Director)

? Mr. Mahesh Kumar - Member (Non-Executive & Independent Director)

? Mr. Ishwar Partap Singh - Member (Non-Executive & Independent Director)

? Mr. Sahil Malhotra - Member (Non-Executive & Independent Director)

? Mr. Raman Seth - Member (Non-Executive & Independent Director)

• Mr. Sahil Malhotra (DIN: 10167054) had been appointed on July 4, 2023 as an Independent and Non executive Director of the Company.

• Mr. Raman Seth (DIN: 07986684) had been appointed on September 29, 2023 as an Independent and Non executive Director of the Company.

• Mr. Vijay Kumar has resigned as Company Secretary and Compliance Officer w.e.f. 04th July 2023

• Mr. Ishwar Partap Singh (DIN: 07505006), (Independent Director) due to personal reasons resigned and ceased to be Independent Directors of the Company on July 04, 2023

• Mr. Mahesh Kumar (DIN: 07584152) ceased to be Independent Directors of the Company upon completion of their second term as Independent Directors on September 29, 2023.

The Company Secretary acts as the secretary to the nomination and remuneration committee.

During the Financial Year 2023-24, 5 (five) meetings were held by the Nomination & Remuneration Committee members Number of Meetings attended by the Members of the Nomination & Remuneration Committee

S.No	Name of the Directors	Number of meetings attended
1.	Mahesh Kumar	3
2.	Mohnesh Kohli	5
3.	Ishwar Partap Singh	2

4.	Sahil Malhotra	3
5.	Raman Seth	2

? Shareholders’/Investors’ Grievance Committee (Stakeholders’ Relationship Committee)

The Board has a Stakeholders'' Relationship Committee pursuant to Section 178 of the Act and Regulation 20 of the Listing Regulations, to look into various aspects of interest of shareholders and other security holders, if any. The Committee considers and resolves the grievances of the shareholders of the Company, including complaints related to the transfer of shares, non-receipt of annual reports or non-receipt of declared dividends.

The stakeholder''s relationship committee is mandated to review and redress stakeholder grievances.

Our Stakeholders Relationship committee comprised the following directors as of March 31, 2024 :

? Mr. Mohnesh Kohli - Chairman (Non-Executive Director)

? Mr. Mahesh Kumar - Member (Non-Executive & Independent Director)

? Mr. Ishwar Pratap Singh - Member (Non-Executive & Independent Director)

? Mr. Sahil Malhotra - Member (Non-Executive & Independent Director)

? Mr. Raman Seth - Member (Non-Executive & Independent Director)

• Mr. Sahil Malhotra (DIN: 10167054) had been appointed on July 4, 2023 as an Independent and Non executive Director of the Company.

• Mr. Raman Seth (DIN: 07986684) had been appointed on September 29, 2023 as an Independent and Non executive Director of the Company.

• Mr. Vijay Kumar has resigned as Company Secretary and Compliance Officer w.e.f. 04th July 2023

• Mr. Ishwar Partap Singh (DIN: 07505006), (Independent Director) due to personal reasons resigned and ceased to be Independent Directors of the Company on July 04, 2023

• Mr. Mahesh Kumar (DIN: 07584152) ceased to be Independent Directors of the Company upon completion of their second term as Independent Directors on September 29, 2023.

During the Financial Year 2023-24, 6 (Six) meetings were held by the Members of the stakeholder''s relationship committee Number of Meetings attended by the Members of the stakeholder''s relationship committee

S.No	Name of the Directors	Number of meetings attended
1.	Mahesh Kumar	3
2	Mohnesh Kohli	6
3.	Ishwar Pratap Singh	1
4.	Sahil Malhotra	5
5.	Raman Seth	3

Details of a number of complaints received during the year are given below, and the Status of Investor Complaints as of March 31, 2024, are as under :

Complaints as on April 1, 2023	0
Received during the year	1
Resolved during the year	1
Pending as on 31st March, 2024	0

? Board Evaluation Process

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, Schedule IV of the Act and SEBI (LODR) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (SEBI). The Board evaluated the performance of the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The board evaluates the performance of the committees after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. The Board of Directors had expressed their satisfaction with the overall evaluation process.

? Committee of Independent Directors

The company''s Independent directors shall hold at least one meeting in a financial year without the attendance of non-independent directors and members of management. The meeting of Independent Directors of the Company for the Financial Year 2023-24 was held on February 05, 2024 to discuss:

1) Review and evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole.

2) Review of the performance of the Executive and Non-Executive Directors.

3) Assessment of the quality, quantity and timeliness of the flow of information between the Management and the Board.

> Familiarisation Programme for Independent Directors.

The Independent Directors are provided with necessary documents, reports and internal policies to enable them to familiarise themselves with the Company''s procedures and practices. Further, periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company, global business environment, business strategy and risks involved. Quarterly updates on relevant statutory changes are provided to the Directors in the Board meetings. Upon appointment, the Independent Directors are issued a letter of appointment describing the terms of employment, including their roles, functions, responsibilities and fiduciary duties as a Director of the Company.

>- Declaration by Independent Directors

The Company has received necessary declaration from each independent director that he / she meets the criteria of independence laid down in Section 149(6), Code for independent directors of the Act and and Regulation 16(1)(b) of the Listing Regulations.

> Disclosure Under Section 164(2) of the Companies Act, 2013

The Company has received the disclosure in Form DIR-8 from its Directors being appointed or reappointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013, read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

> Details Of Significant And Material Orders Passed By The Regulators/Courts/Tribunals

During the year under review, no significant and material orders have been passed by the regulators or courts or tribunals impacting the ongoing concern status and the Company''s operations in the future.

> Vigil Mechanism/Whistle Blower Policy

Pursuant to Section 177(9-10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a whistle-blower policy for vigil mechanism for directors and employees reporting unethical behavior, fraud and mismanagement or violation of Company’s code of conduct. The said policy has been uploaded on the website of the Company at https: //www.megrisoft.com/pdfs/wbp.pdf.

> Observance of the Secretarial Standards Issued by The Institute Of Company Secretaries Of India.

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

> Risk Management Policy

The Company has an effective risk management procedure governed at the highest level by the Board of Directors, covering the process of identifying, assessing, mitigating, reporting and reviewing critical risks impacting the achievement of the Company’s objectives or threatening its existence.

To further strengthen & streamline the procedures about risk assessment and minimisation procedures, the Board of Directors has formulated a Risk Management Policy, which is available for viewing on the Company''s website at the following link: http: //www.megrisoft.com/pdfs/rmp.pdf

> Internal Financial Control

Your Company has established adequate internal financial controls concerning the financial statements. Such controls were tested during the year, and no reportable material weaknesses in the design or operation were observed. The Company has also put in place adequate systems of Internal Control to ensure compliance with policies and procedures commensurate with the size, scale and complexity of its operations.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of its fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

> Directors and Key Managerial Personnel (KMPs)

At Megrisoft, it is our belief that a strong Board is imperative to create a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance.

The composition of the Board of Directors is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an optimum combination of Executive Director, Non-Executive Non-Independent Directors and Independent Directors. Details of the composition of the Board of Directors, appointments / re-appointments during the financial year under review, re-appointments after the close of the financial year, director(s) retiring by rotation and details of a declaration by Independent Directors, which forms part of this Annual Report

? Appointment

• Mr. Sahil Malhotra (DIN: 10167054) had been appointed on July 4, 2023 as an Independent and Non executive Director of the Company.

• Mr. Raman Seth (DIN: 07986684) had been appointed on September 29, 2023 as an Independent and Non executive Director of the Company.

• The members in their 32 Annual General Meeting th (AGM) held on 29 September 2023, approved the appointment of Mr. Mohnesh Kohli (DIN: 01784617), who retired by rotation at said annual general meeting and being eligible, offered himself for re-appointment

• Board of Directors of the Company, on the basis of the recommendation of the Nomination and Remuneration Committee of the Company, had appointed Mr. Vijay Kumar as the Company Secretary & Compliance Officer w.e.f May 3, 2023, and resigned due to personal reasons on 04.07.2023.

• Board of Directors of the Company, on the basis of the recommendation of the Nomination and Remuneration Committee of the Company, had appointed Ms. Manju Bala as the Company Secretary & Compliance Officer w.e.f July 4, 2023,

? Change in Designation

During the year under review, there is no change in the designation of any director of the Company.

? Cessation

• Mr. Vijay Kumar has resigned as Company Secretary and Compliance Officer w.e.f. 04th July 2023

• Mr. Ishwar Partap Singh (DIN: 07505006), (Independent Director) due to personal reasons resigned and ceased to be Independent Directors of the Company on July 04, 2023

• Mr. Mahesh Kumar (DIN: 07584152) ceased to be Independent Directors of the Company upon completion of their second term as Independent Directors on September 29, 2023.

? Retirement by Rotation

• The members in their 32 Annual General Meeting th (AGM) held on 29 September 2023, approved the appointment of Mr. Mohnesh Kohli (DIN: 01784617), who retired by rotation at said annual general meeting and being eligible, offered himself for re-appointment

? Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) of the Act, read with the Rules framed thereunder:

S.No.	Name	Designation
1.	Mr. Rajnesh Sharma	Whole Time Director
2.	Mr. Rajnesh Sharma	Chief Financial Officer
3.	Ms. Manju Bala	Company Secretary & Compliance Officer

*Mr. Vijay Kumar has been appointed Company Secretary and Compliance Officer of the Company w.e.f. May 3, 2023, who has resigned from the said designation w.e.f. 04th July 2023. Further, Ms. Manju Bala, Company Secretary and Compliance Officer, with effect from July 04, 2023.

? Performance Evaluation of the Board

Listing Regulations laying down the key functions of the Board mandate that the Board shall monitor and review the Board Evaluation Process and stipulate that the Company’s Nomination and Remuneration Committee shall lay down the evaluation criteria for the performance evaluation of Independent Directors. Section 134 of the Companies Act 2013 states that the Board needs a formal evaluation of its own performance and that of its committees and individual directors. Further, Schedule IV to the Companies Act 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated. In accordance with the aforesaid provisions, the Board has carried out the annual performance evaluation of its performance, the Directors individually as well as the evaluation of the working of its Committees.

? Annual Evaluation of the Board Performance:

Pursuant to Schedule IV of the Companies Act, 2013 and Listing Regulations, one meeting of Independent Directors was held during the year i.e. on February 5, 2024, without the attendance of Executive directors and members of Management to evaluate the performance of Non-Independent Directors, Chairperson of the Company and the Board as a whole. In addition, the Company encourages regular separate meetings of its independent directors to update them on all business-related issues and new initiatives.

? Familiarization Program for Independent Directors

Pursuant to provisions of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Schedule IV of the Companies Act, 2013, the company has formulated ''Familiarisation Programmes'' for the Independent Directors and it may be accessed on the Company''s website at http://www.megrisoft.com/pdfs/fp-id.pdf. Further, at the time of the appointment of an Independent Director, the company issued a formal letter of appointment outlining his/her role, function, duties & responsibilities.

? Company’s Policy relating to Directors appointment, payment of remuneration and discharge of their duties:

Pursuant to the provisions of Section 178 (1) of the Companies Act, 2013, the Board has, on their recommendation of the Nomination & Remuneration Committee, framed a policy for the selection, nomination, appointment and remuneration of Directors suitably containing the criteria determining qualifications, positive attributes and independence of a Director. The Nomination & Remuneration Policy is annexed hereto and forms part of this report as Annexure III, and it may also be accessed on the Company''s website https: //www.megrisoft.com/pdfs/NMR-Poilcy.pdf

Auditors & Auditor''s Report

? Statutory Auditor

M/s. Sanjay Arora & Assoicates Chartered Accountants, Chandigarh, [FRN: 008445N] is the Statutory Auditors of the Company, whose term is upto the conclusion of 33rd (Thirty Third) Annual General Meeting of the Company.

The notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for further comments. The Auditors'' Report does not contain any qualification, reservation adverse remark, or disclaimer.

? Secretarial Auditor

During the year M/S A.M Associates CS resigned on February 8, 2024 from the secretarial auditor due to their pre occupuation Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed R Malhotra & Associates Company Secrataries on February 8, 2024 Company Secretaries as the Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for financial year ended March 31, 2024. The Secretarial Audit Report are annexed herewith as Annexure IV The Secretarial Audit Report is self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer

? Internal Auditors

The board of directors appointed M/s. N S Mann & Associates Chartered Accountants as the internal auditor of the company for the financial year ended March 31, 2024, and he performed the duties of internal auditors of the Company and the Audit Committee reviews their report.

? Reporting Of Frauds By Auditors

During the year under review, none of the auditors, viz. Statutory Auditors and Secretarial Auditors have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

? Maintenance of Cost Records

The provisions of maintenance of Cost Records as specified by the Central Government under subsection (1) of Section 148 of the Act are not applicable to the Company.

? Audit Reports

• The Auditors'' Report for the financial year ended March 31, 2024, does not contain any qualification, reservation or adverse remark. The Auditor''s Report is enclosed with the financial statements in this Annual Report.

• The Secretarial Auditor''s Report for the financial year ended March 31, 2024, does not contain any qualification, reservation or adverse remark. The Secretarial Auditor''s Report is enclosed as Annexure IV to the Board''s report in this Annual report.

♦ REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the statutory auditor nor the secretarial auditor has reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees under Section 143 (12) of the Act, the details of which would need to be reported in the Board''s Report.

♦ SECRETARIAL STANDARDS

The Company complies with all the mandatory secretarial standards issued by the Institute of Company Secretaries of India as applicable.

♦ LISTING ON STOCK EXCHANGES

The Company''s equity shares are listed on BSE Limited (BSE) and Metropolitan Stock Exchange of India Limited (MSEI).

>- Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings & Outgo

? Conservation of Energy and Technology Absorption

The particulars, as required under the provisions of Section 134(3) (m) of the Companies Act, 2013, concerning the conservation of energy and technology absorption, have not been furnished, considering the nature of activities undertaken by the company during the year under review. The Company is a Service Sector Company and does not own any manufacturing facility; hence the clause is not applicable. Your Company continues to use state-of-the-art technology to improve the productivity and quality of its products and services. To create adequate infrastructure, your Company continues to invest in the latest hardware and software.

? Foreign Exchange Earnings and Outgo

The particulars regarding foreign exchange earnings during the year of 187.45 Lakhs only (Previous Year 189.79 Lakhs) and expenditure in foreign currency is? 5.89 Lakhs only Previous year 5.28 Lakhs)

>- Corporate Social Responsibility (CSR) Policy

The provisions regarding the formation/constitution of the CSR Committee prescribed under Section 135 of the Companies Act, 2013, are presently not applicable to the Company’s Human Resources Management.

>- Human Resource Management

Human resources management at Megri Soft Ltd. goes beyond the set boundaries of compensation, performance reviews and development. Your Company considers people its biggest assets, and ''Believing in People'' is at the heart of its human resource strategy. Your Company has put concerted efforts in talent management and succession planning, practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership.

During the year, the focus of your Company was to ensure that young talent is nurtured and mentored consistently, that rewards and recognition are commensurate with performance and that employees have the opportunity to develop and grow. Your Company has established an organisational structure that is agile and focused on delivering business results.

Regular communication and sustained efforts ensure employees are aligned on common objectives and have the right information on business evolution. Your Company strongly believes in fostering a culture of trust and mutual respect in all its employees. It seeks to ensure that everyone understands the company’s values and principles and is the reference point in all people’s matters.

>- The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and rules made there under, your Company has adopted a Sexual Harassment Policy for women to ensure a healthy working environment without fear of prejudice, gender bias and sexual harassment.

During the FY 2023-24, the Company received no complaints on sexual harassment under The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

>- Particulars of the Employees

There is no employee in the Company drawing monthly remuneration of Rs.8,50,000/- per month or Rs. 1,02,00,000/- per annum. The company has 34 employees. Hence the Company is not required to disclose any information as per Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Managerial Remuneration And Other Disclosures

Disclosure pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: Ratio of the remuneration of each Director to the median remuneration of the employee''s (MRE) and other details pursuant to Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and forms part of this report as Annexure V

>- Directors Responsibility Statement

As required under Section 134(3)(c) of the Act, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that:

A. In the preparation of annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures, wherever applicable, within statutory prescribed timeline.;

B. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024, and of the profit of the Company for that year;

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

D. The Directors have prepared the Annual Accounts on a going concern basis;

E. The Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively;

F. 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.

The Company has complied with the revised Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2023-2024.

>- General Disclosures

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

1) Details relating to deposits covered under Chapter V of the Act.

2) Issue of equity shares with differential rights as to dividend, voting or otherwise.

3) No material changes and commitments affecting the Company''s financial position occurred between the end of the Financial Year to which these financial statements relate and the date of this report.

4) No change in the nature of the Business of the Company.

Your Directors further state that no cases were filed during the year under review pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

>• Code of Conduct

The Board of Directors has approved a Code of Conduct that applies to the Members of the Board and all Senior Manager Personnel in the course of day-to-day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/behaviors of any form, and the Board has laid down the directives to counter such acts. The Code has been posted on the Company''s website The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and all Senior Manager Personnel in their business dealings and, in particular, on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders.

>- Other disclosures

1. Disclosures pertaining to compliance with Secretarial Standards: During the year under review, the Company has complied with the applicable Secretarial Standards

2. Details of deposits in terms of Rule 8(5) of the Companies (Accounts) Rules, 2014: During the year under review, the Company has not accepted any deposits falling within the purview of Section 73 of the Companies Act, 2013.

3. Details of equity shares with differential voting rights in terms of Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014: During the year under review, the Company has not issued any equity shares with differential voting rights as to dividend, voting or otherwise

4. Details of sweat equity shares in terms of Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014: During the year under review, the Company has not issued any sweat equity shares.

5. The Company has not reduced or bought back its share capital, has not changed the share capital structure from any restructuring.

6. The company''s securities were not suspended for trading during the year

7. Details of shares held in trust for the benefit of employees where the voting rights are not exercised directly by the employees in terms of Section 67 of the Companies Act, 2013: Not applicable.

8. The disclosure pertaining to explanation for any variations or deviation in connection with certain terms of a public issue, right issue, preferential issue etc is not applicable to the company.

9. The company has adopted a policy with regard to the determination of Material Subsidiaries in accordance with the Regulation 16 of the Listing Regulations. The requirements with respect to the subsidiary companies in terms of Regulation 24 of the Listing Regulations have been complied with.

10. Details pertaining to application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016): During the year under review, there are no proceedings admitted or pending against the Company under the Insolvency and Bankruptcy Code, 2016 before National Company Law Tribunal or other courts.

11. None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act 2013.

12. Detailed reasons for revision of financial statements and report of the Board in terms of Section 131(1) of the Companies Act, 2013: The Company has not revised its financial statements or the Directors'' Report during the year under review in terms of Section 131 of the Companies Act, 2013

13. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

>- Appreciation

We extend our deepest gratitude to our clients, vendors, investors, bankers, and employee volunteers for their unwavering support throughout the year We proudly acknowledge and appreciate the invaluable contributions made by our employees at every level. It is their relentless dedication, unity, and collaboration that have been the driving forces behind our consistent growth and success. We also express our sincere thanks to the governments of the countries where we operate, whose support has been instrumental in our progress. Our continued achievements are a testament to the strength and commitment of all those who stand with us, and we remain profoundly grateful for their trust and partnership.

We extend our sincere gratitude to the governments of the various countries where we operate, whose support has been vital to our success. In particular, we thank the Government of India, with special acknowledgment to the Ministry of Communication and Information Technology, the Customs and Excise Departments, the Income Tax Department, the Ministry of Commerce and Industry, the Ministry of Corporate Affairs, the Ministry of Finance, the Reserve Bank of India, as well as the state governments, the Greater Mohali Area Development Authority (GMADA), the Software Technology Parks (STPs) in Mohali, Special Economic Zones (SEZs), and other government agencies. Their unwavering support has been instrumental in our achievements, and we look forward to their continued collaboration as we move forward.

For and on behalf of the Board

Place: Chandigarh Mohnesh Kohli Rajnesh Sharma

D_at_e: 24.05.2024 Director Whole-Time Director

DIN:01784617 DIN:02528435

---

Mar 31, 2015

Dear Members,

The Directors are delighted to present the 24th Annual Report on our business and operations together with the Audited Financial Statements for the year ended March 31, 2015.

Financial Results Year Ended Year Ended Particulars 31.03.2015 31.03.2014 (Rs. In Lacs] (Rs. In Lacs]

Total Income 405.86 500.77

Depreciation 33.22 29.13

Profit/fLoss) Before Taxes 200.50 225.11

Provision for Taxation 30.47 24.52

Net Profit/fLoss) After Tax 170.03 200.59

Net Profit/(Loss) Carried To Balance Sheet 170.03 200.59

Paid Up Share Capital (Face Value Rs. 314.07 314.07 10/- each fully paid up)

Finances

This year the Company registered income from operation around Rs. 405.86 Lacs as compared to last year of Rs. 500.77 Lacs and also registered a net profit (after taxes) of Rs. 170.03 Lacs which is lower than last year's profits of Rs. 200.59 Lacs (after taxes). There has been decline in profit as well as sale as compare to previous year because of decline in major services relating to search engine optimization carried out by Company. However Company has already starting diversifying to new technologies of mobile and web application development. The Company has started further development of its web portal and votral on various subjects.

Transfer to General Reserve

We propose to transfer 17.00 Lacs (10% of the standalone net profit of the year) to the general reserve. An amount of 153.03 Lacs proposed to be retained in surplus.

Share Capital

There have been no changes in the Authorized Share Capital, issued subscribed and paid-up share capital during the year under review. The authorized share capital was Rs. 3,30,00,000/- divided into 33,00,000 equity shares of Rs. 10/- each and the issued, subscribed and paid up share capital remained Rs. 3,14,07,000/- divided into 31,40,700 equity shares of Rs. 10/- each fully paid.

Corporate Governance

Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an Organization's corporate governance philosophy is directly linked to high performance.

The Company is committed to adopting and adhering to established world-class corporate governance practices. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value and wealth for ah its stakeholders.

The report on corporate governance and requisite certificate from Auditors of the Company confirming compliance with the conditions of Corporate Governance, as stipulated under Clause 49 of the listing agreement with the Stock Exchanges, is attached herewith.

Your Company will continue to implement and adhere in letter and spirit to the policies of good corporate governance.

Contracts & Arrangements with Related Parties

During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions except rent paid to Mr. Mohnesh Kohli & relatives. The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 in the prescribed Form AOC-2 are given in Annexure I.

Your Directors draw attention of the members to Note 34 to the financial statements which sets out related party disclosures.

Directors & Key Managerial Personnel

* Previous Year at a Glance

* In the previous Financial Year 2013-14, the Company had appointed two Independent Directors (Mr. Anil Kumar Goyal & Mr. Ajay Jagga) for a term of up to two consecutive years on the Board of the Company.

* Further stated that Mr. Rajnesh Sharma, Director of the Company, had been appointed as a Whole-Time Director of the Company pursuant to Section 196, 197, Schedule V and other applicable provisions of Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

* As per sub-section (13) of Section 149 and sub-section (2) of Section 196 of the Companies Act, 2013, the provisions of retirement by rotation do not apply to Independent Directors and to Whole Time Directors respectively.

* Current Year Details

* The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchange.

* The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual directors which includes criteria for performance evaluation of the non-executive and executive directors.

* Pursuant to sub-section (6) of Section 152 of the Companies Act, 2013, not less than 2/3rd (Two-third) of the total number of Directors (other than Independent & Whole Time Directors) shall be liable to retire by rotation. In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Aprajita Kohli, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible have offered herself for re-appointment.

* The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the following link: http: //www.megrisoft.com/Ddfs/fp-id.Ddf

* The following policies of the Company are attached herewith marked as Annexure IIA and Annexure IIB:

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

* Woman Director

In terms of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a Company shall have at least one Woman Director on the Board of the Company. Your Company has Ms. Aprajita Kohli as Director on the Board of the Company since September 2009.

* Company Secretary/Chief Financial Officer

Pursuant to the provisions of Section 203 of the Companies Act, 2013 and other applicable provisions, the Company has appointed Ms. Ankita Jain as the Company Secretary/Compliance Officer of the Company with effect from December 04, 2014 and Mr. Rajnesh Sharma as the Chief Financial Officer of the Company with effect from January 24, 2015.

Auditors & Auditors' Report

* Statutory Auditor

At the 23rd Annual General Meeting of the Company held on September 30, 2014, M/s K.K. Bassi & Associates, Chartered Accountants (FRN 005539N), were appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of its 4th Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors shah be placed for ratification at every Annual general Meeting. Accordingly, the appointment of M/s K.K. Bassi & Associates, Chartered Accountants, as Statutory Auditors of the Company, will be placed for ratification by the shareholders. In this regard, the Company has received a certificate from the Auditors to the effect that if they are appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

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

* Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and ah other applicable provisions, the Board has appointed M/s Shweta Jindal & Co., Chartered Accountants, Chandigarh (FRN 026490N), as the Internal Auditor of the Company to conduct the Internal Audit functions.

Further stated that the Audit Committee shah in consultation with the Internal Auditor, formulate the scope, functioning, periodicity and methodology for conducting the Internal Audit from time to time.

The Internal Auditor reports directly to the Audit Committee.

* Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and ah other applicable provisions, the Board has appointed M/s A.M. & Associates., Company Secretaries (CP No. 9951), to undertake the Secretarial Audit of the Company for F.Y. 2014-15.

The Report on Secretarial Audit forms a part of this Annual Report as Annexure III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Director's Responsibility Statement

In terms of provisions of Section 134(5) of the Companies Act, 2013, ("Act"), your Directors state that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures, wherever applicable;

2. They 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 financial year and of the profit or loss of the Company for that period;

3. They have 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;

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

5. The Directors have laid down internal financial controls to be followed by the Company and 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 are adequate and operating effectively.

Dividend

In order to strengthen the financial position of the Company, your directors proposed to retain the profits for future growth & expansions therefore do not recommend any dividend for the year.

Segment Reporting

Segment Reporting is not applicable for the Company.

Disclosures

* Audit Committee

The Audit Committee comprises Independent Directors namely Mr. Anil Kumar Goyal (Chairman), Mr. Ajay Jagga and Mr. Mohnesh Kohli as other members. All the recommendations made by the Audit Committee were accepted by the Board. The Company Secretary acts as a Secretary to the Committee also.

* Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a Whistleblower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

The Vigil Mechanism/ Whistle Blower policy is available for view on the Company's website at the following link: http; //www.megrisoft.com/pdfs/wbp.pdf

* Meetings of the Board

Nine meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance Report of this Annual Report.

* Particulars of Loans given, Investments made, Guarantees given and Securities provided

The Company has not given any loans or made any investments or given any guarantees or provided any securities to any person or body corporate mentioned under Section 186 of the Companies Act, 2013.

* Public Deposits and Liquidity

We continue to be debt-free, and believe we maintain sufficient cash to meet our strategic objectives. During FY 2014-15, your Company has not accepted any deposits or raised any fresh equity from the public.

* Energy Conservation, Technology Adoption And Foreign Exchange Flows

Since the Company (Megri Soft Limited) is a Service Sector Company and does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998 are not applicable.

The particulars regarding foreign exchange earnings during the year of Rs. 334.88 Lacs only (Previous Year Rs. 423.48 Lacs) and expenditure in foreign currency is Rs. 49.28 Lacs only (Previous year 44.85 Lacs).

We operate in the internet/ information technology industry where new developments happen on a continuous basis. We regularly evaluate these developments & factor their suitability to us. Accordingly, research and development of new services, designs, frameworks, processes and methodologies continue to be of importance to us. This allows us to enhance quality, productivity and customer satisfaction through continuous improvements/inn ovation.

Your Company continues to use state-of-the-art technology for improving the productivity and quality of its products and services. To create adequate infrastructure, your Company continues to invest in the latest hardware and software.

* Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure IV to this Report.

* Particulars of the Employees

No employee of the Company is in receipt of remuneration in excess of the limits prescribed under the provisions of Section 197(12) of the Act read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

* General

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

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. 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.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Human Resources

Human resources play a key role in the performance of every organization. Your Company strongly believes that it is the employees who will make significant contribution to the success and growth of a business. The employee relations remained steady and harmonious throughout the year under review resulting in high level of performance.

Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and meritocracy. We have also set up a scalable recruitment and human resources management process, which enables us to attract and retain high caliber employees.

Green Initiatives

The Company has implemented the "Green Initiative" to enable electronic delivery of notices/documents and annual reports to shareholders. Electronic copies of the Annual Report 2014-15 and Notice of the 24th Annual General Meeting shall be sent to members whose email addresses are registered with the Company. For members, who have not registered their email addresses, physical copies of the Annual Report 2015 and the Notice of the 24th Annual General Meeting shall be sent in permitted mode. Members requiring a physical copy may request the Company for the same.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 read with relevant rules thereon. The instructions for e-voting are provided in the N otice of the meeting.

Risk Management

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Policy on Risk Management is available for view on the Company's website at the following link: http; //www.megrisoft.com/pdfs/rmp.pdf

Management Discussion And Analysis Report

The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of this Annual Report.

Acknowledgment

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

We also thank the Government of India, particularly the Ministry of Communication and Information Technology, the Customs and Excise Departments, the Income Tax Department, the Ministry of Commerce, the Ministry of Finance, the Reserve Bank of India, the state governments, the Software Technology Parks (STPs)-Mohali and other government agencies for their support, and look forward to their continued support in the future.

For and on behalf of the Board

Place: Chandigarh Mohnesh Kohli Rajnesh Sharma Date: May 29,2015 Director Whole-Time Director & DIN:01784617 Chief Financial Officer DIN:02528435

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Mar 31, 2014

Dear Members,

The Directors are delighted to present the 23rd Annual Report on our business and operations together with the Audited Accounts for the year ended March 31, 2014.

Results Of Operations

Year Ended Year Ended Particulars 31.03.2014 31.03.2013 (Rs. In Lacs) (Rs. in Lacs)

Total Income 500.77 688.30

Gross Operating Profit/Loss 254.24 329.65

Depreciation 29.13 28.51

Profit/Loss Before Taxes 225.11 301.14

Provision for Taxation 24.52 36.77

Net Profit/Loss After Tax 200.59 264.37

Net Profit/Loss Carried To Balance Sheet 200.59 264.37

Paid Up Share Capital 314.07 314.07

Operational Review and Prospects

During the year under review, the company has been carrying on dotcom and technology business, Domain Registration, Web Hosting, Web Designing, Web Development, Scripting, Web Based Software Development, Web Promotion, Search Engine building and SEO services in addition to development of own Indian and International Web Portals/vortals on various subjects as well as provided IT/ITES services to the Clients also.

Finances

This year the company registered income from operation around Rs. 500.77 Lacs as compared to last year of Rs. 688.30 Lacs and also registered a net profit (after taxes) of Rs. 200.59 Lacs which is lower than last year''s profits of Rs. 264.37 (after taxes). There has been decline in profit as sale as compare to previous year because of decline in major services relating to search engine carried out by company. However company has already starting diversifying to new technologies of mobile and web application development. The company has started further development of its web portal and Votral on various subject.

Transfer to General Reserve

We propose to transfer 20.06 lacs (10% of the standalone net profit Of the year) to the general reserve. An amount of 180.53 lacs proposed to be retained in surplus.

Segment Reporting

Your company is organizing itself to become a leading player in the IT related applications which will provide your Company the competitive edge over the others. The company has developed around 65 of its own web portals. Although they are still in their developing stage but they are attracting heavy traffic and have a large online presence. The web portals have attracted International traffic and successfully catered to quite a large viewer base.

The planned list of the company''s web portals is very large, which have made quite a significant presence on web. Also the web pedals of the company are having top ranking at premium search engines. The company is in the process of developing a large online web clientage as well as a large offline customer base. Your Directors are putting in their best so as to extract the best potential of the Company and make it a leading Dotcom Company. The Directors have also planned to diversify and have already started to develop in other related fields like E-commerce, web applications and development, directory scripts, readymade website sellers, payment gateway and other internet and IT related activities which will result in increasing the present clientele of the company and thereby increasing its revenue, The Directors are hopeful of achieving better results in the next year barring unforeseen circumstances.

Share Capital

There have been no changes In the Authorized Share Capital, Issued subscribed and paid-up share capital during the year under review. The authorized share capital was Rs. 33,000,000.00 divided into 33,00,000 equity shares of Rs. 10/- and the issued, subscribed and paid up share capital remained Rs. 3,14,07,000 divided into 31,40,700 equity shares of Rs. 10/- each fully paid.

Corporate Governance

Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an Organisation''s corporate governance philosophy is directly linked to high performance.

The Company is committed to adopting and adhering to established world-class corporate governance practices. The Company understands and respects Its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value and wealth for all its stakeholders.

The Company also adopted a Policy on Prevention of Sexual Harassment at workplace in compliance with the requirements of the "The Sexual Harassment of Women at Workplace (prevention, Prohibition and Redressal) Act, 2013 and constituted an internal complaints committee to look into the complaints of sexual harassment in terms of provisions of the said Act,

The compliance report on corporate governance and a certificate from M/s K K Bassl & Associates Chandigarh, Chartered Accountants, Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 or the listing agreement with the Stock Exchanges, is attached herewith.

Your Company will continue to implement and adhere In letter and spirit to the policies of good corporate governance.

Directors

The Beard of Directors of the Company is duty constituted and comprises of highly qualified and experienced professionals. During the year under review, there has been few change In the composition of the hoard of directors of your Company.

The Companies Act, 2013 provides for appointment of independent directors for a term of up to five consecutive years on the Board of a Company and that they shall be eligible for re-appointment on passing a resolution by the shareholders of the company. Further, it provides that no independent director shall be eligible for more than two consecutive terms of five years. As per sub-section (13) of the Section 149 of the Companies Act, 2013 the provisions of retirement by rotation do not apply to independent directors. The company''s independent directors were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Actr 1956.

Therefore, in accordance with the requirements of the Companies Act, 2013, Mr Ajay Jagga the existing Independent Directors are proposed to be appointed for a term upto two consecutive years. During this period of 2 years they shall not be liable to retire and seek appointment at the AGM. Mr Anil Kumar Goyal is also proposed to be appointed as Independent Directors for a term up to two consecutive years. During this period of 2 years they shall not he liable to retire and seek appointment at the AGM.

Further, as per Companies Act, 2013, not less than 2/3rd (Two-third) of total number of Directors (other than Independent Directors) shall be liable to retire by rotation. Accordingly,

Mr. Mohnesh kohil is liable to retire by rotation and, being eligible, offers himself for re-appointment.

Mr Rajnesh Sharma, Director of the Company, has given his consent and offered himself for appointment as Whole-Time Director of the Company pursuant to Section 196, 197, Schedule V and Other applicable provisions Of Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Your directors recommended his appointment as Whole-Time Director of the Company In the ensuing Annual General Meeting.

Auditor''s Report

There was no qualification in the Auditors Report and both the Auditors Report & notes on accounts are self-explanatory.

Auditors

M/s K K Bassl & Associates, Chandigarh (FRN-005539N), Chartered Accountants hold office until the conclusion of forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Director''s Responsiblity Statement

In terms of provisions of Section 217(2AAJ of the Companies Act, 1956, ("Act"), your Directors confirm that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to materiel departures, wherever applicable,

2. They 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 financial year and of the profit or loss of the company for that period.

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other Irregularities.

4. The annual accounts have been prepared an a going concern basis.

Listing of Shares

The Equity Shares of the company are listed at Ludhiana and Delhi Stock Exchange. All listing fees due of Stock Exchange paid up to 2014.

Dividend

In order to strengthen the financial position of the company, your directors proposed to retain the profits for future growth &. expansions therefore do not recommend any dividend for the year.

Audit Committee

The Committee met four times during the year. The Board of Directors has accepted all the recommendations of the Audit Committee,

Public Deposits and Liquidity

We continue to be almost debt-free, and believe we maintain sufficient cash to meet our Strategic objectives. During FY 2013-14, your Company has not accepted any deposits or raised any fresh equity from the public.

Human Resources

Human resources play a key role In the performance of every organization. Your Company Strongly believes that it is the employees who will make significant contribution to the success and growth of a business. The employee relations remained steady and harmonious throughout the year under review resulting in high level of performance.

Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and meritocracy. We have also set up a scalable recruitment and human resources management process, which enables us to attract and retain high caliber employees.

Particulars of the Employees

No employee of the Company is in receipt of remuneration in excess of the limits prescribed under the provisions of Section 217(2A) or the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended up to date

Energy Conservation, Technology Adoption And Foreign Exchange Flows

Since the Company is a service sector company and does not own any manufacturing facility, the other particulars In the Companies (Disclosure of Particulars in the Report oF the Board of Directors) Rules, 1998 are not applicable.

The particulars regarding foreign exchange earnings and expenditure during the year of Rs. 423.48 Lacs only (Previous Year Rs. 601.55 Lacs) and expenditure in foreign currency is Rs. 44.85 Lacs only (Previous year 21.09 Lacs).

We operate in the internet/ Information technology industry where new developments happen on a continuous basis. We regularly evaluate these developments & factor their suitability to us. Accordingly, research and development of new services, designs, frameworks, processes and methodologies continue to be of importance to US. This allows US to enhance quality, productivity and customer satisfaction through continuous improvements/lnnovation.

Your Company continues to use state-of-the-art technology for improving the productivity and quality of its products and services. To create adequate infrastructure, your Company continues to invest in the latest hardware and software.

Green Initiatives

The Company has implemented the "Green Initiative" as per Circular Nos. 17/2011 dated April 21, 2011 and 18/2011 dated April 29, 2011 issued by the Ministry of Corporate Affairs (MCA) to enable electronic delivery of notices/documents and annual reports to shareholders.

Electronic copies of the Annual Report 2014 and notice of the 23rd Annual General Meeting are sent to some members whose e-mail addresses are registered with the Company, For members, Who have not registered their e-mail addresses, physical copies of the Annual Report 2014 and the Notice of the 23rd Annual General Meeting are sent in permitted mode. Members requiring a physical copy may send a request to the Company.

Disclosure of materially significant related party transactions

The Company has not entered into any transactions of material nature with the directors or management or their relatives etc. during the year, which may have potential conflicts with the Interest of the Company. There Is no pecuniary transaction with the independent/non-executive directors other than rent paid to Mr. Mohnesh Kohli and relatives.

Management Discussion And analysis Report

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion a Analysis Is set out as Annexure to this Report.

CEO''s Declaration

Pursuant to the provisions of Clause 49(I) (D) (II) of the Listing Agreement, a declaration by the Director of the Company stating that all the members of the Board and the Senior Management Personnel of the Company have affirmed compliance With the Code of Conduct of the Company Is set out as Annexure to this Report

Acknowledgment

We thank our customers, vendors, Investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels, Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

We also thank the Government of India, particularly the Ministry of Communication and Information Technology, the Customs and Excise Departments, the Income Tax Department, the Ministry of Commerce, the Ministry of Finance, the Reserve Bank of India, the state governments, the Software Technology Parks (STPs)-Chandigarh and other government agencies for their support, and look forward to their continued support In the future.

For and on behalf of the Board Mohnesh Kohli Rajnesh Sharma Place: Chandigarh Director Director Date: September 2, 2014