Directors Report of Octaware Technologies Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 20th Annual Report together with Audited Financial
Statements for the Financial Year ended 31st March, 2025 Further, in compliance with the
Companies Act, 2013, the Company has made requisite disclosures in this report with the objective
of accountability and transparency in its operations to make you aware about its performance and
future perspective of the Company.

1) FINANCIAL PART:

I. SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:

PARTICULARS	For the Financial Year ended
	March 31, 2025	March 31, 2024
Total Income	653.68	529.88
Total Expenditure	650.43	599.85
Profit after Depreciation but Before Tax	3.25	(69.97)
Less: Current Tax	.54	0
Deferred Tax	(6.77)	(.54)
Income Tax Adjustments of Earlier Year	0	0
Profit / loss After Tax	9.48	(69.43)

II. OPERATIONS AND PERFORMANCE OF THE COMPANY:

During the year under review, the Total Income of the company increased to Rs 653.68 lakhs as
against the income of Rs 529.88 Lakhs in the previous year The net profit of the Company is Rs
9.48 Lakhs Also, the EPS for current Financial Year has been recorded at 0.26 as against the EPS
of (1.93) in the previous year Further, your directors expect much better performance in coming
years

Further, there was no change in nature of the business of the Company, during the year under
review

III. SUMMARY OF CONSOLIDATED FINANCIAL RESULTS:

	For the Financial Year ended
PARTICULARS	March 31, 2025	March 31, 2024
Total Income	1587.87	1611.63
Total Expenditure	1562.89	1768.75
Profit after Depreciation but Before Tax	24.98	(157.13)
Less: Current Tax	1.31	0.06
Deferred Tax	(4.52)	.44
Income Tax Adjustments of Earlier Year	-
Profit / loss After Tax	28.19	(157.62)

During the year under review, the Total Income of the consolidated Financials of the company decreased
to Rs 1587.87 lakhs as against the income of Rs 1611.63 Lakhs in the previous year The net profit of
the Company increased to Rs 28.19 Lakhs as against the net loss of Rs (157.62) lakhs in the previous
year Also, the EPS for current Financial Year has been recorded at 0.77 as against the EPS of (4.42) in
the previous year Further, your directors expect much better performance in coming years.

IV. DIVIDEND:

With a view to conserve resources, your directors thought it prudent not to recommend any
dividend for the Financial Year under review.

V. UNPAID DIVIDEND & IEPF:

The Company is not required to transfer any amount to the Investor Education & Protection
Fund (IEPF) and does not have unclaimed dividend which remains to be transferred to
Investor Education & Protection Fund (IEPF).

VI. TRANSFER TO RESERVES:

The Board of Directors has not appropriated and transferred any amount to any Reserve and
has decided to retain the entire amount in profit and Loss account.

VII. Deposits:

The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies
(Acceptance of Deposit) Rules, 2014 during the year under review Hence, the requirement
for furnishing of details relating to deposits covered under Chapter V of the Act or the details
of deposits which are not in compliance with the Chapter V of the Act is not applicable

VIII. Particulars of Loans, Guarantees or Investments:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The
Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time
(including any amendment thereto or re-enactment thereof for the time being in force), the
Company has not given any Loans, guarantees and security covered under Section 186 of the
Companies Act, 2013.

However, full particulars of Investments covered under Section 186 of the Companies Act,
2013 made during the financial year under review has been furnished in Note No 5 to the
Audited Financial Statements provided in this Annual Report.

2) REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES:

During the year under review, the Company have Four subsidiary, associate, and joint venture
company:

SR. No.	Name of Company	Relation
1	Octaware Gulf FZE	Subsidiary Company
2	Octaware Gulf QFC	Sister Concern
3	Octaware Co, KSA	Subsidiary Company
4	Octaware Information Technologies Private Limited	Subsidiary Company

Statement containing salient features on the financial statements of subsidiaries or Associate
Companies or Joint venture in the prescribed Form AOC-2 is annexed hereto and marked as
Annexure - I.

3) RELATED PARTY TRANSACTIONS:

I. The particulars of contracts or arrangements with related parties:

Your Company has historically adopted the practice of undertaking related party
transactions only in the ordinary and normal course of business and at arm’s length as part
of its philosophy of adhering to highest ethical standards, transparency and accountability.

Further, Related Party Transactions are placed on a half yearly basis before the Audit
Committee and before the Board for approval Prior omnibus approval of the Audit
Committee is obtained for the transactions which are of a foreseeable and repetitive nature.

The particulars of contracts or arrangements with related parties referred to in sub section
(1) of section 188 of the Companies Act, 2013 in the prescribed Form AOC-2 is annexed
hereto and marked as Annexure - II and forms part of this Report All the transactions other
than transactions mentioned in AOC -2 is executed / undertaken by the Company at arm’s
length and in ordinary course of the business

II. DISCLOSURE OF RELATED PARTY TRANSACTION WITH PERSON OR
ENTITY BELONGING TO PROMOTER & PROMOTER GROUP

The Company has not made any transaction(s) with person or Entity belonging to Promoter
or Promoter Group that holds 10% or More shareholding of the Company

III. Disclosure of Loans and advances in nature of Loan to Subsidiaries and Associate of
the Company:

During the year under review, your Company did not give any loan and advance in nature
of loan to any subsidiary and associate.

4) INSURANCE:

The assets of your Company are adequately insured Your Company has also taken out suitable
cover for Public Liability.

5) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Financial Control System, commensurate with the size, scale and
complexity of its operations The scope and authority of the Internal Financial Control function
is well defined The Board of Directors of the Company is responsible for ensuring that Internal
Financial Controls have been laid down in the Company and that such control is adequate and
operating effectively Internal Financial Control System evaluates on a continuous basis, the
adequacy and effectiveness of internal control mechanism with interaction of KMP and
functional staff The Audit Committee reviews the Internal Financial Control System in its
meeting.

Further, the Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate The preparation, designing and documentation of
Policy on Internal Financial Control are in place which reviewed periodically and modified
suitably to ensure controls During the year under review, no material or serious observation has
been received from the Statutory Auditors of the Company for inefficiency or inadequacy of
such controls.

6) Changes in Share Capital:

During the Financial Year under review, there was no change in capital structure of the
company as shown in the table below and there are no outstanding shares issued with
differential rights, sweat equity or ESOS

Particulars	No of shares as at 31st	No of shares as at 31st
	March, 2025	March, 2024
Shares outstanding at the beginning of the Year	3590570	3590570
Changes during the year	-	-
Shares outstanding at the closing of the year	3590570	3590570

7) MATTERS RELATED TO INDEPENDENT DIRECTORS:

I. Declarations by Independent Directors:

All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149 (6) of the Companies Act, 2013 and
Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015

II. Evaluation by Independent Director:

In a separate meeting of Independent Directors, performance of non-independent
directors, performance of the Board as a whole and performance of the Chairman was
evaluated, taking into account the views of executive Director

III. Opinion of Board of Directors pertaining to Independent Directors of the
Company:

In the opinion of the Board of Directors of the Company Mr. Narayanan Krishnan, Mrs
Rabia Khan and Mrs. Vidya Hemakar Shetty, Non- Executive Independent directors
are independent of the management and complies with criteria of Independent Director
as placed under Companies Act, 2013.

Further, the afore-said independent director does possess integrity, expertise and also
have vast experience which is necessary or suitable to be the Director of the Company.

8) MATTERS RELATING TO BOARD OF DIRECTORS:

I. Meeting of Board of Directors of the Company during the Financial Year 2024¬
25:

During the year under review five (5) meetings of the Board of Directors were held on
30/05/2024, 07/09/2024, 14/11/2024, 17/01/2025 and 31/03/2025, in accordance with
the provisions of the Companies Act, 2013.

The intervening gap between any two Meetings was within the period prescribed by
the Companies Act, 2013 Further, The Company has complied with the applicable
Secretarial Standards in respect of all the above-Board meetings.

II. Annual evaluation of Directors, Committee and Board:

The Board of Directors of the Company has carried out an annual performance
evaluation of its own performance, and of the directors individually, as well as the
evaluation of all the committees i.e., Audit, Nomination and Remuneration,
Stakeholders Relationship and Internal Complaint Committee for Prevention and
Prohibition of Sexual Harassment of Women at Workplace

The Board adopted a formal evaluation mechanism for evaluating its performance and
as well as that of its committees and individual directors The exercise was carried out
by feedback survey from each director covering Board functioning such as composition
of Board and its Committees, experience and competencies, governance issues etc
Separate Exercise was carried out to evaluate the performance of individual directors
who were evaluated on parameters such as attendance and contribution at the meeting
etc.

9) SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA:

The Nomination and remuneration Committee works with the Board to determine the
appropriate characteristics, skills and experience for the Board as a whole and its individual
members with the objective of having a Board with diverse background and experience in
business, government, education and public service Characteristics expected of all Directors
include independence, integrity, high personal and professional ethics, sound business
judgment, ability to participate constructively in deliberations and willingness to exercise
authority in a collective manner.

10) FAMILIARIZATION PROGRAMME:

The Company has conducted the programme through its Managing Director, Whole-time
Director, Company Secretary and other Senior Managerial Personnel to familiarize the
Independent Directors with Company in following areas: -

- Familiarization with the Company;

- Independent directors’ roles, rights and responsibilities;

- Board dynamics & functions;

- Nature of the Industry in which the Company operates;

- Business Model of the Company;

- Compliance Management

The Policy on Familiarization Programme may be accessed on the Company''s website at
www.octaware.com All new Independent Directors inducted on the Board go through a
structured orientation programme The new Independent Directors are given an orientation with
regard to the roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, the Business models of the Company etc.

The newly appointed Independent Directors have been provided with necessary documents,
reports and internal policies to familiarize them with the Company''s policies, procedures and
practices.

11) CRITERIA FOR MAKING PAYMENT TO NON - EXECUTIVE DIRECTORS

I. Sitting Fee:

Each Non-Executive Director should be paid per meeting attended as sitting fee for
Board Meeting and for Committee Meeting subject to approval of Board and as per
provision of the Companies Act, 2013.

II. Commission:

Under the Companies Act, 2013, Section 197 allows a company to pay remuneration
to its Non-Executive Directors either by way of a monthly payment or at a specified
percentage of the net profits of the company or partly by one way and partly by the
other Further, the section also states that where the company has managing director or
whole-time director or manager, then a maximum of 1% of its net profits can be paid
as remuneration to its Non-Executive Director In case there is no managing director or
whole-time director or manager, then a maximum of 3% of net profit can be paid Thus,
the basis of payment to the Non-Executive Director is the net profit of the Company

III. Reimbursement of actual expenses incurred:

Non-Executive Director may also be paid / reimbursed such sums either as fixed
allowance and /or actual as fair compensation for travel, boarding and lodging and
incidental and /or actual out of pocket expenses incurred by such member for attending
Board/Committee Meetings or for Company’s work

IV. Payment and other consideration to independent directors:

An independent director shall not be entitled to any stock option and may receive
remuneration only by way of fees and reimbursement of expenses for participation in
meetings of the Board or committee thereof and profit related commission up to a
certain percentage of net profits in such proportion, as may be permissible under the
applicable law.

12) APPOINTMENT, REAPPOINTMENT AND RESIGNATION OF DIRECTORS AND
KEY MANAGERIAL PERSONS DURING THE YEAR 2024-25:

I. With respect to Directors of the Company:

Appointment and Resignation:

There was no appointment or resignation of directors during the Financial Y ear ending 31st
March, 2025.

Reappointment:

During the year under review, there was no re-appointment of directors in the Company.
Retirement by Rotation:

In accordance with the provisions of the Act, none of the Independent Directors is liable to
retire by rotation. As per the provisions of Section 152 of the Companies Act, 2013 Mr.
Shahnawaz Aijazuddin Shaikh (DIN: 06910575) who retires by rotation at the ensuing 20th
Annual General Meeting and being eligible, offer himself for re-appointment on the same
terms & Conditions and remuneration.

II. With respect to Key Managerial Personnel of the Company:

Resignation:

During the Financial Year 2024-25, Ms. Alka Katariya, who was serving as the Company
Secretary & Compliance Officer of the Company, resigned from the post of Company
Secretary & Compliance Officer with effect from 31st March 2025.

The Board of Directors, in its meeting held on 31st March 2025, took note and accepted
her resignation. The Board placed on record its sincere appreciation for the valuable
contributions and dedicated service rendered by Ms. Alka Katariya during her tenure with
the Company.

Appointment:

In the current Financial Year 2025-26, the Board of Directors, at its meeting held on 26th
June 2025, appointed Mr. Muqeem Habeeb Shaikh as the Company Secretary of the
Company with effect from the 26^th June, 2025. This appointment has been made in
accordance with the provisions of the Companies Act, 2013, and other applicable laws.

The appointment was made in line with the requirements of Section 203 of the Companies
Act, 2013, which mandates the appointment of a Company Secretary as Key Managerial
Personnel (KMP) for the Company.

Reappointment:

There is no re-appointment made by the board of directors in the year 2024-2025.

13) COMMITTEES OF BOARD OF DIRECTORS OF THE COMPANY:

Following are the Committees of Board of Directors of the Company Composition of the
following Committees are as follows:

I. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section
177 of the Companies Act, 2013 The composition of the Audit Committee is in
conformity with the provisions of the said section The details of Composition of audit
committee are as below:

Name of Member	Position in Committee
Mrs. Rabia Khan	Chairman & Member
Mrs. Vidya Hemakar Shetty	Member
Mr. Narayanan Krishnan	Member

The Committee met 4 (Four) times during the Financial Year ended 31st March, 2025
in accordance with the provisions of the Companies Act, 2013 The intervening gap
between any two Meetings was within the period prescribed by the Companies Act,
2013 Further, The Company has complied with the applicable Secretarial Standards in
respect of all the above -Committee meetings.

II. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant
to the provisions of Section 178 of the Companies Act, 2013 The composition of the
Nomination and Remuneration Committee is in conformity with the provisions of the
said section The details of Composition of Nomination and Remuneration Committee
are as below:

Name of Member	Position in Committee
Mrs Rabia Khan	Chairman & Member
Mrs Vidya Hemakar Shetty	Member
Mr Narayanan Krishnan	Member

The Committee met 2 (two) times during the Financial Year ended 31st March 2025 in
accordance with the provisions of the Companies Act, 2013.

The intervening gap between any two Meetings was within the period prescribed by
the Companies Act, 2013 Further, The Company has complied with the applicable
Secretarial Standards in respect of all the above Committee meetings.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee of Directors was constituted pursuant to the
provisions of Section 178 of the Companies Act, 2013 The composition of the
Stakeholder Relationship Committee is in conformity with the provisions of the said
section The details of Composition of Stakeholders Relationship Committee are as
below:

Name of Member	Position in Committee
Mrs Rabia Khan	Chairman & Member
Mrs Vidya Hemakar Shetty	Member
Mr Narayanan Krishnan	Member

The Committee met 2 (two) times during the Financial Year ended 31st March, 2025
in accordance with the provisions of the Companies Act, 2013 The intervening gap
between any two Meetings was within the period prescribed by the Companies Act,
2013 Further, The Company has complied with the applicable Secretarial Standards in
respect of all the above -Committee meetings.

IV. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Your company is not required to provide statement on Corporate Social Responsibility
as per Section 134 (3) of the companies Act, 2013 as your company do not fall under
the criteria provided under section 135 (1) of Companies Act, 2013, therefore no such
committee was constituted.

V. INTERNAL COMPLAIN COMMITTEE FOR PREVENTION AND
PROHIBITION OF SEXUAL HARASSMENT OF WOMAN AT
WORKPLACE:

The Company has in place an Anti-harassment policy in line with the requirements of
the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal)
Act, 2013 Any complaint/ grievances from women employees are reported to Chairman
All employees (Permanent, contractual & temporary) are covered under the policy

There were no complaints received from any employee during the Financial Year 2024¬
25 and no complaint is outstanding as on 31st March, 2025.

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

14) VIGIL MECHANISM / WHISTLE BLOWER AND RISK MANAGEMENT POLICY:

Pursuant to the provisions of Section 177 (9) of the Companies Act, 2013 read with Rule 7 of
the Companies (Meetings of Board and its Powers) Rules, 2014, the Company already has in
place “Vigil Mechanism Policy” (Whistle Blower Policy) for Directors and employees of the
Company to provide a mechanism which ensures adequate safeguards to employees and
Directors from unethical behaviour, actual or suspected, fraud or violation of Company''s code
of conduct or ethics policy etc.

The employees of the Company have the right/option to report their concern/grievance to the
Chairman of the Audit Committee. The Company is committed to adhere to the highest
standards of ethical, moral and legal conduct of business operations The Company also adopted
Risk Assessment Procedure.

15) RISK MANAGEMENT:

The Company has in place a risk management framework which identifies and evaluates
business risks and opportunities. The Company recognizes that these risks need to be managed
and mitigated to protect the interest of the shareholders and stakeholders to achieve business
objectives and enable sustainable growth. The risk management framework is aimed at
effectively mitigating the Company''s various business and operational risks, through strategic
actions Risk management is embedded in our critical business activities, functions and
processes. The risks are reviewed for the change in the nature and extent of the major risks
identified since the last assessment It also provides control measures for risk and future action
plans.

16) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of
the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act,
2013.

Internal Complaints Committees (ICC) have been set up to redress complaints received
regarding sexual harassment and the Company has complied with provisions relating to the
constitution of Internal Complaints Committee under The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent,
contractual, temporary, trainees) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and addressed during
the year:

Particulars	Number
No. of complaints of sexual harassment received in the year;	0
No. of Complaints disposed off during the year;	0
No. of cases pending for more than ninety days	0

17) ADHERENCE TO PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961,
including those relating to maternity leave, benefits, and safeguards for female employees. The
Company remains committed to promoting the health, wellbeing, and rights of its women
employees, and ensures strict adherence to all statutory requirements under the Act.

18) AUDITORS & REPORTS:

I. Statutory Auditors of the Company and their observations on accounts for the
year ended 31st March, 2025:

Under Section 139(2) ofthe Companies Act, 2013 and the Rules made thereunder, it is
mandatory to rotate the statutory auditors on completion of two terms of five
consecutive years and each such term would require approval of the shareholders.

Your Board recommended M/s DGMS & Co, Chartered Accountants appointed as
Statutory Auditors from the conclusion of the 16th Annual general Meeting till the
conclusion of the 21th Annual General Meeting of the Company i.e. for a period of 5
years.

Further, there are no observations / qualifications / disclaimers made by the M/s DGMS
& Co, Chartered Accountants, in their report for the Financial Year ended 31st March
2025 Further, the Notes to the Accounts referred to in Auditors Report are self¬
explanatory and does not call for any comment.

II. Cost Auditors of the Company:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the
Company is not required to maintain Cost Records under said Rules Since, the
Company is not required to maintain cost records; the question of audit of such records
does not arise.

III. Secretarial Auditors of the Company:

Provisions of Section 204 read with Section 134 (3) of the Companies Act, 2013,
mandates to obtain Secretarial Audit Report from Practicing Company Secretary in the
Board Meeting held on 07^th September, 2024, M/s Aabid & Co., Practicing Company
Secretaries had been appointed to issue Secretarial Audit Report for the financial year
2024-25.

Secretarial Audit Report issued by M/s Aabid & Co., Practicing Company Secretaries
in Form MR-3 for the Financial Year 2024-25 is hereto marked and annexed as
Annexure - III with this report and is forming part of the Board''s Report.

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204
of the Act, the Board at its meeting held on 06^th September, 2025, based on
recommendation of the Audit Committee, has approved the appointment of M/s Aabid
& Co, Company Secretaries, a peer reviewed firm as Secretarial Auditors of the
Company for a term of five consecutive years commencing from FY 2025-26 till FY
2029-30, subject to approval of the Members at the ensuing AGM.

19) REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):

There were no incidences of reporting of frauds by Statutory Auditors of the Company under
Section 143 (12) of the Act read with Companies (Accounts) Rules, 2014.

20) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The nature of the activities of the Company is such that the disclosure in respect of Conservation
of energy and Technology Absorption pursuant to Rule 8 of Companies (Accounts) Rules, 2014
is not applicable and the Company does not have any foreign exchange earnings and outgo
during the financial year under review.

21) EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company for the financial year ended 31^st March, 2025 in Form
MGT-7 as required under Section 92(3) of the Companies Act, 2013, is available on the
Company’s website and can be accessed at www.octaware .com

22) PARTICULARS OF EMPLOYEES:

Details as required under Section 197 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is hereto marked and annexed as
Annexure - IV with this report and is forming part of the Board''s Report.

The Company''s remuneration policy for Directors, Key Managerial Personnel and other
employees represents the overarching approach of the Company and is directed towards
rewarding performance based on review of achievements periodically.

23) MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, in terms of Regulation 34 (2) (e) Securities and
Exchange Board of India (listing obligations and disclosure requirements) regulations, 2015 is
hereto marked and annexed as Annexure - V with this report and is forming part of the Board''s
Report.

24) CORPORATE GOVERNANCE:

As per Regulation 15 (2) (a) of Securities and Exchange Board of India (Listing Obligations
and Disclosure 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 are not applicable to the
Company because the paid up equity share capital of the Company is less than Rs 10 Crore and
net worth of the Company is less than Rs 25 Crore as on the last day of previous financial year
and the company is also listed on SME platform.

25) MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL
POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE
REPORT:

There have been no material changes and commitments which can affect the Financial Position
of the Company occurred between the end of the Financial Year of the Company and date of
this report.

26) OTHER DISCLOSURE:

I. Listing of shares of the Company:

Originally, the company was listed in April 2017 at Bombay Stock Exchange, Mumbai.
During the year under review, no order was passed by any Regulator(S), Court(S)
Tribunal(S) that could affect the going concern Status of the Company and the Company is
operating in an efficient manner There were no significant / material orders passed by any
regulator or court or tribunal which would impact the going concern status of the company
and its future operations.

II. DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013 in relation to the Audited Financial
Statements of the company for the year ended 31st March, 2025 the Board of Directors
hereby confirms that:

a) That in the preparation of the annual financial statements for the year ended 31st
March,2025 the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;

b) That such accounting policies as mentioned in the Notes to the Financial Statements
have been selected and applied consistently and judgment and estimates have been
made that are reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company as at 31^st March, 2025 and of the profit of the Company for the
year ended on that date;

c) That proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act,2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.

d) That the Audited Financial Statements have been prepared on a going concern basis;

e) Those proper Internal Financial Controls were in place and that the financial controls
were adequate and were operating effectively;

f) Those systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.

III. Issue of Sweat Equity Shares:

The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Section 54(1) (d) of the Act read with Rule 8
(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

IV. Employee Stock Option Plan:

The Company has not issued any equity shares under Employees Stock Option Scheme
during the year under review and hence no information as per provisions of Section 62(1)
(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules,
2014 is furnished.

V. Issue of Shares with Differential Voting Rights:

The Company has not issued any shares with differential rights and hence no information
as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.

VI. Disclosure Under Section 67(3) of the Companies Act, 2013:

During the year under review, no employees has exercised directly any voting rights under
a scheme pursuant to Section 67 (3) of the Act read with Rule 16 (4) of Companies (Share
Capital and Debentures) Rules, 2014 The Company has not floated any scheme in which
the Company has given loan to person in employment with a view to enabling them to
purchase or subscribe for fully paid up shares of the Company.

27) DETAILS OF PENDING PROCEEDINGS UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG-WITH
THEIR STATUS AS THE END OF THE FINANCIAL YEAR:

The said clause is not applicable.

28) THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT
TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANK OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASON THEREOF:

The said clause is not applicable.

29) CAUTIONARY STATEMENT:

Statement in the Board''s Report and the Management Discussion & Analysis describing the
company''s objectives, expectations or forecasts may be forward looking within the meaning of
applicable Securities Laws and Regulations Actual results may differ materially from those
expressed in the statement.

30) ACKNOWLEDGEMENTS AND APPRECIATION:

Your directors would like to express their appreciation for the assistance and cooperation
received from the Bankers, Central and State Government Departments, customers, vendors,
and other business partners Further, we place on record our appreciation for the contribution
made by our employees at all levels Our consistent growth and success were made possible by
their hard work, cooperation and support Last but not least the Directors place on record their
gratitude to the Investors, Clients and Shareholders of the Company for their support and trust
reposed.

Place: Mumbai For & on behalf of Board of Directors of

Date : 06/09/2025 OCTAWARE TECHNOLOGIES LIMITED

Sd/ Sd/-

Mohammed Aslam Khan Siraj Moinuddin Gunwan

Managing Director Whole-time Director

DIN:00016438 DIN:-02507021

---

Mar 31, 2024

Your directors have pleasure in presenting the 19^th Annual Report together with Audited Financial Statements for the Financial Year ended 31^st
March, 2024. Further, in compliance with the Companies Act, 2013, the Company has made requisite disclosures in this report with the objective
of accountability and transparency in its operations to make you aware about its performance and future perspective of the Company.

1) FINANCIAL PART:

I. SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:

(Rs. In Lakhs)

PARTICULARS	For the Financial Year ended
	March 31, 2024	March 31, 2023
Total Income	284.82	612.18
Total Expenditure	316.83	617.45
Profit after Depreciation but Before Tax	(32.01)	(5.27)
Less: Current Tax	0	0
Deferred Tax	(.53)	0

Income Tax Adjustments of Earlier Year	0	0
Profit / loss After Tax	(32.01)	(5.27)

II. OPERATIONS AND PERFORMANCE OF THE COMPANY:

During the year under review, the Total Income of the company decreased to Rs. 284.82 lakhs as against the income of Rs. 612.18 Lakhs in the
previous year. The net loss of the Company is Rs. (32.01) Lakhs. Also, the EPS for current Financial Year has been recorded at (-0.89) as against
the EPS of (-.15) in the previous year. Further, your directors expect much better performance in coming years.

Further, there was no change in nature of the business of the Company, during the year under review.

III. SUMMARY OF CONSOLIDATED FINANCIAL RESULTS:

PARTICULARS	For the Financial Year ended
	March 31, 2024	March 31, 2023
Total Income	853.52	1731.57
Total Expenditure	1000.01	1867.25
Profit after Depreciation but Before Tax	(146.49)	(135.68)
Less: Current Tax	.06	-

Deferred Tax	.45	-
Income Tax Adjustments of Earlier Year	-	-
Profit / loss After Tax	(146.99)	(135.68)

During the year under review, the Total Income of the consolidated Financials of the company decreased to Rs. 853.52 lakhs as against the income
of Rs. 1731.57 Lakhs in the previous year. The net loss of the Company increased to Rs. (146.99) Lakhs as against the net loss of Rs. (135.68) lakhs
in the previous year. Also, the EPS for current Financial Year has been recorded at (.41) as against the EPS of (.38) in the previous year. Further,
your directors expect much better performance in coming years.

IV. DIVIDEND:

With a view to conserve resources, your directors thought it prudent not to recommend any dividend for the Financial Year under review.

V. UNPAID DIVIDEND & IEPF:

The Company is not required to transfer any amount to the Investor Education & Protection Fund (IEPF) and does not have unclaimed dividend
which remains to be transferred to Investor Education & Protection Fund (IEPF).

VI. TRANSFER TO RESERVES:

The Board of Directors has not appropriated and transferred any amount to any Reserve and has decided to retain the entire amount in profit
and Loss account.

VII. Deposits:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the
Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of
details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the
Act is not applicable.

VIII. Particulars of Loans, Guarantees or Investments:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies (Meetings of Board and its Powers) Rules, 2014
as amended from time to time (including any amendment thereto or re-enactment thereof for the time being in force), the Company has not given
any Loans, guarantees and security covered under Section 186 of the Companies Act, 2013.

However, full particulars of Investments covered under Section 186 of the Companies Act, 2013 made during the financial year under review has
been furnished in Note No 5 to the Audited Financial Statements provided in this Annual Report.

2) REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

1. One is in India that is "Octaware Information Technologies Pvt Limited"

2. One in Dubai namely "Octaware Gulf FZE".

3. One in Qatar namely "Octaware Gulf (QFC Branch)".

Details of the Subsidiary Companies are enclosed in the Annexure - II in Form AOC-1.

3) RELATED PARTY TRANSACTIONS:

I) The particulars of contracts or arrangements with related parties:

Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business
and at arm''s length as part of its philosophy of adhering to highest ethical standards, transparency and accountability.

Further, Related Party Transactions are placed on a half yearly basis before the Audit Committee and before the Board for approval. Prior
omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature.

The particulars of contracts or arrangements with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 in the
prescribed Form AOC-2 is annexed hereto and marked as Annexure - III and forms part of this Report. All the transactions other than
transactions mentioned in AOC -2 is executed / undertaken by the Company at arm''s length and in ordinary course of the business.

II) DISCLOSURE OF RELATED PARTY TRANSACTION WITH PERSON OR ENTITY BELONGING TO PROMOTER & PROMOTER
GROUP

The Company has not made any transaction(s) with person or Entity belonging to Promoter or Promoter Group that holds 10% or
More shareholding of the Company.

III) Disclosure of Loans and advances in nature of Loan to Subsidiaries and Associate of the Company:

During the year under review, your Company did not give any loan and advance in nature of loan to any subsidiary and associate.

4) INSURANCE:

The assets of your Company are adequately insured. Your Company has also taken out suitable cover for Public Liability.

5) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Financial Control System, commensurate with the size, scale and complexity of its operations. The scope and
authority of the Internal Financial Control function is well defined. The Board of Directors of the Company is responsible for ensuring that
Internal Financial Controls have been laid down in the Company and that such control is adequate and operating effectively. Internal Financial
Control System evaluates on a continuous basis, the adequacy and effectiveness of internal control mechanism with interaction of KMP and
functional staff. The Audit Committee reviews the Internal Financial Control System in its meeting.

Further, the Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The
preparation, designing and documentation of Policy on Internal Financial Control are in place which reviewed periodically and modified
suitably to ensure controls. During the year under review, no material or serious observation has been received from the Statutory Auditors of
the Company for inefficiency or inadequacy of such controls.

6) Changes in Share Capital:

During the Financial Year under review, there was no change in capital structure of the company as shown in the table below and there are no
outstanding shares issued with differential rights, sweat equity or ESOS.

Particulars	No. of shares as at 31st March, 2024	Capital as at 31st March, 2024
Shares outstanding at the beginning of the year	3590570	35905700
Changes during the year	0	0
Shares outstanding at the closing of the year	3590570	35905700

7) MATTERS RELATED TO INDEPENDENT DIRECTORS:

I. Declarations by Independent Directors:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the
Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

II. Evaluation by Independent Director:

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and
performance of the Chairman was evaluated, taking into account the views of executive Director.

III. Opinion of Board of Directors pertaining to Independent Directors of the Company:

In the opinion of the Board of Directors of the Company Mr. Narayanan Krishnan, Mrs. Rabia Khan and Mrs. Vidya Hemakar Shetty, Non¬
Executive Independent directors are independent of the management and complies with criteria of Independent Director as placed under
Companies Act, 2013.

Further, the afore-said independent director does possess integrity, expertise and also have vast experience which is necessary or suitable to be
the Director of the Company

8) MATTERS RELATING TO BOARD OF DIRECTORS:

I. Meeting of Board of Directors of the Company during the Financial Year 2023-24:

During the year under review four (4) meetings of the Board of Directors were held on 30.05.2023, 07.09.2023, 13.11.2023 and 13.02.2024, in
accordance with the provisions of the Companies Act, 2013.

The intervening gap between any two Meetings was within the period prescribed by the Companies Act, 2013. Further, The Company has
complied with the applicable Secretarial Standards in respect of all the above-Board meetings.

II. Annual evaluation of Directors, Committee and Board:

The Board of Directors of the Company has carried out an annual performance evaluation of its own performance, and of the directors
individually, as well as the evaluation of all the committees i.e. Audit, Nomination and Remuneration, Stakeholders Relationship and Internal
Complaint Committee for Prevention and Prohibition of Sexual Harassment of Women at Workplace.

The Board adopted a formal evaluation mechanism for evaluating its performance and as well as that of its committees and individual directors.
The exercise was carried out by feedback survey from each director covering Board functioning such as composition of Board and its
Committees, experience and competencies, governance issues etc. Separate Exercise was carried out to evaluate the performance of individual
directors who were evaluated on parameters such as attendance and contribution at the meeting etc.

9) SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA:

The Nomination and remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the
Board as a whole and its individual members with the objective of having a Board with diverse background and experience in business,
government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and
professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a
collective manner.

10) FAMILIARIZATION PROGRAMME:

The Company has conducted the programme through its Managing Director, Whole-time Director, Company Secretary and other Senior
Managerial Personnel to familiarize the Independent Directors with Company in following areas: -

- Familiarization with the Company;

- Independent directors'' roles, rights and responsibilities;

- Board dynamics & functions;

- Nature of the Industry in which the Company operates;

- Business Model of the Company;

- Compliance management.

The Policy on Familiarization Programme may be accessed on the Company''s website at www.octaware.com. All new Independent Directors
inducted on the Board go through a structured orientation programme. The new Independent Directors are given an orientation with regard to
the roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the Business models of the Company
etc.

The newly appointed Independent Directors have been provided with necessary documents, reports and internal policies to familiarize them
with the Company''s policies, procedures and practices.

11) CRITERIA FOR MAKING PAYMENT TO NON - EXECUTIVE DIRECTORS

I. Sitting Fee:

Each Non-Executive Director should be paid per meeting attended as sitting fee for Board Meeting and for Committee Meeting subject to
approval of Board and as per provision of the Companies Act, 2013.

II. Commission:

Under the Companies Act, 2013, Section 197 allows a company to pay remuneration to its Non-Executive Directors either by way of a monthly
payment or at a specified percentage of the net profits of the company or partly by one way and partly by the other. Further, the section also
states that where the company has managing director or whole-time director or manager, then a maximum of 1% of its net profits can be paid as
remuneration to its Non-Executive Director. In case there is no managing director or whole-time director or manager, then a maximum of 3% of
net profit can be paid. Thus, the basis of payment to the Non-Executive Director is the net profit of the Company.

III. Reimbursement of actual expenses incurred:

Non-Executive Director may also be paid / reimbursed such sums either as fixed allowance and /or actual as fair compensation for travel,
boarding and lodging and incidental and /or actual out of pocket expenses incurred by such member for attending Board/Committee Meetings or
for Company''s work.

IV. Payment and other consideration to independent directors:

An independent director shall not be entitled to any stock option and may receive remuneration only by way of fees and reimbursement of
expenses for participation in meetings of the Board or committee thereof and profit related commission up to a certain percentage of net profits
in such proportion, as may be permissible under the applicable law.

12) APPOINTMENT, REAPPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONS DURING THE YEAR
2023-24:

I. With respect to Directors of the Company:

- Appointment and Resignation:

None of the directors of the Company has appointed and resigned during the Financial Year ending 31st March, 2024.

During the year under review, there was no re-appointment of directors in the Company.

- Retirement by Rotation:

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation. As per the provisions of Section 152
of the Companies Act, 2013 Mr. Siraj Gunwan (DIN: 02507021) who retires by rotation at the ensuing 19th Annual General Meeting and being
eligible, offer himself for re-appointment on the same terms & Conditions and remuneration.

II. With respect to Key Managerial Personnel of the Company:

- Appointment:

During the Financial Year 2023-24, there was no appointment of Key Managerial Personnel in the Company. However, the Board in its meeting
held on 07.09.2023 appointed Mr. Narayanan Krishnan (DIN:07342596) as the Additional Director of the Company. After that, Mr. Narayanan
Krishnan (DIN:07342596) has been appointed as a Non-executive independent director for a period of three years with the approval of members
of the company w.e.f 30^th September, 2023.

There is no re-appointment made by the board of directors in the year 2023-2024.

13) COMMITTEES OF BOARD OF DIRECTORS OF THE COMPANY:

Following are the Committees of Board of Directors of the Company. Composition of the following Committees are as follows:

I. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the
Audit Committee is in conformity with the provisions of the said section. The details of Composition of audit committee are as below:

Name of Member	Position in Committee
Mrs. Rabia Khan	Chairman & Member
Mrs. Vidya Hemakar Shetty	Member
Mr. Narayanan Krishnan	Member

The Committee met 4 (Four) times during the Financial Year ended 31^st March, 2024 in accordance with the provisions of the Companies Act,
2013. The intervening gap between any two Meetings was within the period prescribed by the Companies Act, 2013. Further, The Company has
complied with the applicable Secretarial Standards in respect of all the above-Committee meetings.

II. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act,
2013. The composition of the Nomination and Remuneration Committee is in conformity with the provisions of the said section. The details of
Composition of Nomination and Remuneration Committee are as below:

Name of Member	Position in Committee
Ms. Rabia Khan	Chairman & Member
Ms. Vidya Hemakar Shetty	Member
Mr. Narayanan Krishnan	Member

The Committee met 3 (three) times during the Financial Year ended 31^st March 2024 in accordance with the provisions of the Companies Act,
2013.

The intervening gap between any two Meetings was within the period prescribed by the Companies Act, 2013. Further, The Company has
complied with the applicable Secretarial Standards in respect of all the above-Committee meetings.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The
composition of the Stakeholder Relationship Committee is in conformity with the provisions of the said section. The details of Composition of
Stakeholders Relationship Committee are as below:

Name of Member	Position in Committee
Ms. Rabia Khan	Chairman & Member
Ms. Vidya Hemakar Shetty	Member
Mr. Narayanan Krishnan	Member

The Committee met 2 (two) times during the Financial Year ended 31^st March, 2024 in accordance with the provisions of the Companies Act, 2013.
The intervening gap between any two Meetings was within the period prescribed by the Companies Act, 2013. Further, The Company has
complied with the applicable Secretarial Standards in respect of all the above-Committee meetings.

IV. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Your company is not required to provide statement on Corporate Social Responsibility as per Section 134 (3) of the companies Act, 2013 as your
company do not fall under the criteria provided under section 135 (1) of Companies Act, 2013, therefore no such committee was constituted.

V. INTERNAL COMPLAIN COMMITTEE FOR PREVENTION AND PROHIBITION OF SEXUAL HARASSMENT OF WOMAN AT
WORKPLACE:

The Company has in place an Anti-harassment policy in line with the requirements of the Sexual Harassment of women at workplace
(Prevention, Prohibition and Redressal) Act, 2013. Any complaint/ grievances from women employees are reported to Chairman. All employees
(Permanent, contractual & temporary) are covered under the policy. There were no complaints received from any employee during the Financial
Year 2023-24 and no complaint is outstanding as on 31^st March, 2024.

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

14) VIGIL MECHANISM / WHISTLE BLOWER AND RISK MANAGEMENT POLICY:

Pursuant to the provisions of Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014, the Company already has in place "Vigil Mechanism Policy" (Whistle Blower Policy) for Directors and employees of the Company to
provide a mechanism which ensures adequate safeguards to employees and Directors from unethical behaviour, actual or suspected, fraud or
violation of Company''s code of conduct or ethics policy etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company
is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Company also adopted Risk
Assessment Procedure.

15) RISK MANAGEMENT:

The Company has in place a risk management framework which identifies and evaluates business risks and opportunities. The Company
recognizes that these risks need to be managed and mitigated to protect the interest of the shareholders and stakeholders to achieve business
objectives and enable sustainable growth. The risk management framework is aimed at effectively mitigating the Company''s various business
and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. The
risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures
for risk and future action plans.

16) AUDITORS & REPORTS:

I. Statutory Auditors of the Company and their observations on accounts for the year ended 31^st March, 2024:

Under Section 139(2) of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion
of two terms of five consecutive years and each such term would require approval of the shareholders.

Your Board recommended M/s. DGMS & Co, Chartered Accountants appointed as Statutory Auditors from the conclusion of the 16^th Annual
general Meeting till the conclusion of the 21th Annual General Meeting of the Company i.e. for a period of 5 years.

Further, there no observations / qualifications / disclaimers made by the M/s. DGMS & Co, Chartered Accountants, in their report for the
Financial Year ended 31st March 2024. Further, the Notes to the Accounts referred to in Auditors Report are self-explanatory and does not call for
any comment.

II. Cost Auditors of the Company:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as
amended from time to time, the Company is not required to maintain Cost Records under said Rules. Since, the Company is not required to
maintain cost records; the question of audit of such records does not arise.

III. Secretarial Auditors of the Company:

Provisions of Section 204 read with Section 134 (3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing
Company Secretary. In the Board Meeting held on 07.09.2023, M/s Chirag Jain & Associates, Practicing Company Secretaries had been appointed
to issue Secretarial Audit Report for the financial year 2023-24.

Secretarial Audit Report issued by M/s C. B. Jain & Associates., Practicing Company Secretaries in Form MR-3 for the Financial Year 2023-24 is
hereto marked and annexed as Annexure - IV with this report and is forming part of the Board''s Report.

17) REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143 (12) of the Act read with Companies
(Accounts) Rules, 2014.

18) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The nature of the activities of the Company is such that the disclosure in respect of Conservation of energy and Technology Absorption pursuant
to Rule 8 of Companies (Accounts) Rules, 2014 is not applicable and the Company does not have any foreign exchange earnings and outgo
during the financial year under review.

19) EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Copy of the Annual Return for the financial year ended 31^st March
2024 made under the provisions of Section 92(3) of the Act is attached as Annexure-V.

The extract of Annual Return shall also be placed on the website of the Company at: www.octaware. com

20) PARTICULARS OF EMPLOYEES:

Details as required under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is hereto marked and annexed as Annexure - VI with this report and is forming part of the Board''s Report.

The Company''s remuneration policy for Directors, Key Managerial Personnel and other employees represents the overarching approach of the
Company and is directed towards rewarding performance based on review of achievements periodically.

21) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, in terms of Regulation 34 (2) (e) Securities and Exchange Board of India (listing obligations and
disclosure requirements) regulations, 2015 is hereto marked and annexed as Annexure - VII with this report and is forming part of the Board''s
Report.

22) CORPORATE GOVERNANCE:

As per Regulation 15 (2) (a) of Securities and Exchange Board of India (Listing Obligations and Disclosure 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 are not applicable to the Company because the paid up equity share capital of the Company is less than
Rs. 10 Crore and net worth of the Company is less than Rs. 25 Crore as on the last day of previous financial year and the company is also listed
on SME platform.

23) MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR
AND DATE OF THE REPORT:

There have been no material changes and commitments which can affect the Financial Position of the Company occurred between the end of the
Financial Year of the Company and date of this report.

24) OTHER DISCLOSURE:

I) Listing of shares of the Company:

Originally, the company was listed in April 2017 at Bombay Stock Exchange, Mumbai.

Except above, during the year under review, no order was passed by any Regulator(S), Court(S) Tribunal(S) that could affect the going concern
Status of the Company and the Company is operating in an efficient manner. There were no significant / material orders passed by any regulator
or court or tribunal which would impact the going concern status of the company and its future operations.

II) DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013 in relation to the Audited Financial Statements of the company for the year ended 31^st
March, 2024 the Board of Directors hereby confirms that

(a) That in the preparation of the annual financial statements for the year ended 31^st March,2024 the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any;

(b) That such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment
and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at
31^stMarch, 2024 and of the profit of the Company for the year ended on that date;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the
Companies Act,2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the Audited Financial Statements have been prepared on a going concern basis;

(e) Those proper Internal Financial Controls were in place and that the financial controls were adequate and were operating effectively;

(f) Those systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

III) Issue of Sweat Equity Shares;

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)
(d) of the Act read with Rule 8 (13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

IV) Employee Stock Option Plan;

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information
as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

V) Issue of Shares with Differential Voting Rights;

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read
with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

VI) Disclosure Under Section 67 (3) of the Companies Act, 2013;

During the year under review, no employees has exercised directly any voting rights under a scheme pursuant to Section 67 (3) of the Act read
with Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014. The Company has not floated any scheme in which the Company has
given loan to person in employment with a view to enabling them to purchase or subscribe for fully paid up shares of the Company.

25) DETAILS OF PENDING PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE
YEAR ALONG-WITH THEIR STATUS AS THE END OF THE FINANCIAL YEAR:

The said clause is not applicable.

26) THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT TIME OF ONE-TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM THE BANK OR FINANCIAL INSTITUTIONS ALONG WITH THE REASON
THEREOF:

The said clause is not applicable.

27) CAUTIONARY STATEMENT:

Statement in the Board''s Report and the Management Discussion & Analysis describing the company''s objectives, expectations or forecasts may
be forward looking within the meaning of applicable Securities Laws and Regulations. Actual results may differ materially from those expressed
in the statement.

28) ACKNOWLEDGEMENTS AND APPRECIATION:

Your directors would like to express their appreciation for the assistance and cooperation received from the Bankers, Central and State
Government Departments, customers, vendors, and other business partners. Further, we place on record our appreciation for the contribution
made by our employees at all levels. Our consistent growth and success were made possible by their hard work, cooperation and support. Last
but not least the Directors place on record their gratitude to the Investors, Clients and Shareholders of the Company for their support and trust
reposed.

Place : Mumbai For & on behalf of Board of Directors of

Date : 07.09.2024 OCTAWARE TECHNOLOGIES LIMITED

Sd/-

Mohammed Aslam Khan Mohammed Siraj Gunwan
Managing Director Whole-time Director

DIN: 00016438 DIN:-02507021

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Mar 31, 2018

DIRECTORS'' REPORT FOR THE FINANCIAL YEAR 2017-18

To,

The Members,

OCTAWARE TECHNOLOGIES LIMITED.

Financial Highlights

During the year under review, performance of the company as under: Statement of Standalone Audited Results for the Year ended 31.03.2018

			(Rs. In Lakhs.)
Sr. No	Particulars	Year Ended Results
		31.03.2018	31.03.2017
		Audited	Audited
I	Revenue from operations	91.53	73.89
II	Other Income	0.01	18.14
III	Total Revenue (I II)	91.54	92.02
IV	Expenses
	(a] Cost of materials consumed	9.36	9.21
	(bj Purchases of stock-in-trade	-	-
	(c) Changes in inventories of finished goods, work-in-progress and stock-in-trade
	(dj Employee benefits expense	13.65	4.58
	(ej Finance Costs	-	-
	(f) Depreciation and amortisation expense	9.60	9.91
	(g) Other expenses	42.55	38.99
	Total Expenses	75.16	62.69
V	Profit/ (Loss) before exceptional and extraordinary items and tax (III-IV)	16.38	29.33
VI	Exceptional items	-	-
VII	Profit/ (Loss] before extraordinary items and tax (V-VIJ	16.38	29.33
	Extraordinary Items	-	-
VIII
IX	Profit before tax (VII-VIII)	16.38	29.33
X	Tax Expenses
(a)	Current Tax	3.60	10.00
(b)	Deferred Tax	-0.79	11.57
XI	Profit/ (Loss) for the period from continuing operations (IX-X)	13.57	7.76
XII	Profit/ (Loss) from discontinuing operations	-	-
XIII	Tax Expenses of discontinuing operations	-	-
XIV	Profit/ (Loss) from discontinuing operations (after tax) (XII-XIII)	-	-
XV	Profit/ (Loss) for the period (XI XIV	13.57	7.76
XVI	i. Earning per share (before extraordinary items) (of Rs 10 each) (not annualised)
	(a] Basic	0.38	0.25
	(b] Diluted	0.38	0.25
	ii. Earning per share (after extraordinary items) (of Rs 10 each) (not annualised)
	(a] Basic	0.38	0.25
	(b] Diluted	0.38	0.25

Statement of Consolidated Audited Results for the Year ended 31.03.2018
			(Rs. In Lakhs.)
	Particulars	Year Ended Results
		31.03.2018	31.03.2017
		Audited	Audited
I	Revenue from operations	1135.04	779.77
II	Other Income	-5.74	21.00
III	Total Revenue (I 11]	1129.30	800.77
IV	Expenses
	(a] Cost of materials consumed	9.36	9.21
	(b) Purchases of stock-in-trade	-	-
	(cj Changes in inventories of finished goods, work-in-progress and stock-in-trade
	(dj Employee benefits expense	267.18	168.85
	(e) Finance Costs	-	-
	(f) Depreciation and amortisation expense	34.86	30.00
	(g) Other expenses	573.04	372.37
	Total Expenses	884.44	580.43
V	Profit/ (Loss) before exceptional and extraordinary items and tax (III-IV)	244.86	220.34
VI	Exceptional items	-	-
VII	Profit/ (Loss] before extraordinary items and tax (V-VIJ	244.86	220.34
VIII	Extraordinary Items	0.78	0.65
IX	Profit before tax (VII-VIII)	244.08	219.69
X	Tax Expenses
(a)	Current Tax	31.70	30.04
(b)	Deferred Tax	-25.44	-14.95
XI	Profit/ (Loss) for the period from continuing operations (IX-X)	238.61	204.60
XII	Profit/ (Loss) from discontinuing operations	-	-
XIII	Tax Expenses of discontinuing operations	-	-
XIV	Profit/ (Loss) from discontinuing operations (after tax) (XII-XIII)	-	-
XV	Profit/ (Loss) for the period (XI XIV	238.61	204.60
XVI	i. Earning per share (before extraordinary items) (of Rs 10 each) (not annualised)
	(a) Basic	6.65	6.65
	(b) Diluted	6.65	6.65
	ii. Earning per share (after extraordinary items) (of Rs 10 each) (not annualised)
	(a] Basic	6.65	6.65
	(b) Diluted	6.65	6.65

Review of Operations:

Total Consolidated Income for the year was Rs. 1129.30 Lacs as against last year''s Rs 800.77 Lacs. Further during the year company resulting in net profit of Rs. 238.61 Lacs as against previous year profit of Rs. 204.60 Lacs

Your Directors are taking optimum efforts to increase the profits, through aggressive sales campaign. Future Outlook

Our cliental base constitutes customers of diverse sectors encompassing various industries like Healthcare, Education, Telecom, Oil & Gas, Real Estate & Construction, Banking & Financial Services and Manufacturing sectors. Our strategy is to seek new customers and at the same time secure additional engagements from existing customers by providing high quality services and cross-selling new services. Our quality standards, unflinching efforts for punctual order completions and our unmatched overall service have resulted in significant recurring revenue from existing customers and also enabled us to garner clients who are some of the leading banking, financial, healthcare, manufacturing, education and telecommunication names in India and abroad. We believe that our current capabilities and plans for the future ensure that we are well positioned to attract and develop new customer relationships. Business from new customers is accepted upon consideration of factors such as alignment of capabilities and customer expectation, volume of business and future business, potential for close partnership with long-term association, and an analysis of upfront costs. The following table illustrates the concentration of our revenues among our top customers (Rs in lakhs]. Percentage indicates % of total revenue.

		FY2018	FY 20157		FY 2016
Top 5 customers	68.57	74.92%	67.78	91.74%	198.97	85.25%
Top 10 customers	88.42	96.60%	73.49	99.47%	231.04	98.99%

Developed a long-standing relationship with our clients which include companies like, Microsoft, Pitney Bowes, Copernicus Consulting, Integrated Networks, VOIP Connection, Sai Hospital, Essel Propack and Tech Mahindra among others. Further, we continuously endeavour to increase our cliental base and have a dedicated marketing team at several of our Indian and overseas offices for client acquisition.

Management discussion and Analysis Report

Business Overview

The company is a software development, enterprise solution and consulting firm engaged in the business of providing a range of Information Technology ("IT"] solutions to companies across sectors such as Healthcare, Education, Telecom, Oil & Gas, Real Estate & Construction, Banking & Financial Services and Manufacturing sectors. The company design, develop and maintain software systems and solutions, creates new applications and enhances the functionality of the customers'' existing software products. The company endeavour to bring together creativity and knowledge with positive business strategy to furnish the requirements of diverse clients with an inclusive range of products and services which are comprehensive and cost-effective so that the client can focus on their core-competencies to improve or expand their businesses. The company delivers services across all stages of the product life-cycle, which enables us to work with a wide-range of customers and allow the company to develop, enhance and deploy customers'' software products. The various services offered by the company are Software Development Services, Enterprise Portal, ERP and CRM Implementation, Consulting Services, Mobile Solutions, RFID Solutions, Cloud and IT Infrastructure Services and Geospatial Services. The comprehensive suite of service offerings allow the company to attract new customers and expand existing customer relationships. The company provide an array of products and solutions like PowerERM - Employee Relationship Management, Hospice - Healthcare Solution and iOnAsset - Asset Tracking & Management System, RealWin - Real Estate CRM Solution, Life2Care - Patient Relationship Management, eDocNet - Enterprise Content and Document Management Solution and eQuire - Office Automation and eProcurement Management Solution which help our clients in strategising their business objectives. As an offshore outsourcing company, the company have various offshore development centres in India. Currently, Octaware has 2 offices in India, including registered office and a SEZ office in Mumbai. The company is promoted by Mr. Aslam Khan and Mr. Sajid Hameed who individually have approximate 20 years of experience. Having worked with technology companies like TCS, Microsoft, Citibank and AskMe Inc., Mr. Aslam Khan started Octaware in 2005 pooling all his experience. He was aided by Mr. Sajid Hameed who has rich experience in setting up business, developing markets, managing customers and handling overall businesses. In the year 2006, The company acquired 2 large customers in US and the growth continued with our establishing partner relationships in Qatar in 2007, allowing the company to offer specialised solution for the Middle East market. Later in 2008, The company introduced solutions for various industries like healthcare, professional services and real-estate industry by investing in in-house product development.

Competition

The market for IT Products and Services is both, highly competitive and rapidly evolving. It has evolved into a consolidated global industry and the company face competition both in the domestic as well as the export markets. The company primarily face competition from the small and large Indian IT services companies as well as international technology services companies which offer broad-based services, offshore captive centres of global corporations and technology firms. The company anticipate this competition to continue to grow as the demand for these services increases and expect additional companies to enter the Indian market. The company expect that further competition will increase and potentially include firms in countries with lower personnel costs than those prevailing in India.

Further, Clients that presently outsource a significant proportion of their IT service requirements to vendors in India may seek to reduce their dependence on one country and outsource work to other offshore destinations such as China, Russia and Eastern European countries. Also, many countries have the advantage of being located in proximity to the company''s main export markets of American and European countries. The company also face competition from other countries mainly in US and European countries that have advanced technology and ability to cater to large scale businesses in different parts of the world. There are number of competitors offering products and services similar to the company. Octaware believe the principal elements of competition in IT industry are price, timely delivery and reliability and most importantly pace in keeping up with the required changing technology in the industry. The company has the belief that company''s cost effective and integrated offerings, focus on customer satisfaction and reliability combined with quality consciousness provides company with competitive advantage in many of products.

Share Capital

During the year under review, Authorised Share Capital was remained same as earlier i.e. 4,20,00,000.

During the year, the paid-up capital of the company was also remained at 3,59,05,700.

Internal Control System and their Adequacy

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

Risk Management

The Company has framed a sound Risk Management Policy to identify and evaluate business risks and opportunities and the same has become integral part of Company''s day to day operations. The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk, Market Risk, Government Policy risk, Liquidity risk, and Systems risk. The Company has in place adequate mitigation plans for the aforesaid risks.

Subsidiary Companies:

The company has three subsidiary companies. One is in India that is "Octaware Informarion Technologies Pvt Limited" and Other two are in Dubai and Qatar namely "Octaware Gulf FZE" and "Octaware Gulf (QFC Branch]".

Dividend:

Your Directors do not recommend dividend for the year ended 31st March, 2018.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

Number of Meetings of the Board

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business.

The Board met Five (5] times in financial year 2017-2018 i.e. on 29th May, 2017, 17th August, 2017, 13th November, 2017, 8th March, 2018, 28th March, 2018.

Committee of the Board:

The Company''s Board has the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

As required, the above committees consist of independent directors in majority. Directors'' Responsibility Statement

In accordance with the provisions of Section 134(5] of the Companies Act, 2013, your directors confirm that:

a] in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under schedule III to the Act, have been followed and there are no material departures from the same;

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, 2018 and of the profit of the Company for the year ended on that date;

c] the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 controls to be followed by the Company and that such internal controls are adequate and are operating effectively; and

f] 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.

Public Deposits

During the year under review, The company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits] Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

Risk Management

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meeting of the Board of Directors of the Company.

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The Board of Directors reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implement of auditors'' recommendations.

Directors and Key Managerial Personnel

The composition of Board of Directors and details of Key Managerial Personnel for the F.Y. 2017-2018 are as follows:

Sr. No	Name of the Person	Category	With effect from and Tenure
1	Mohammed Aslam Khan	Chairman and Managing Director	November 9, 2015-For a period of 3 years
2	Sajid Iqbal Abdul Hameed	Whole Time Director, CFO	November 9, 2015-For a period of 3 years
3	Mohammed Siraj Gunwan	Whole Time Director	November 9, 2015-For a period of 3 years
4	Shariq Nisar	Independent Director	November 9, 2015-For a period of 5 years
5	Krishnan Narayanan	Independent Director	November 9, 2015-For a period of 5 years
6	Usha Mishra	Additional Director (Independent)	March 29, 2018- For a period of 5 years
7	Muzammil Memon	Company Secretary	November 20, 2015
8	Sarika Lidoria (Resigned)	Independent Director	Resigned on March 19, 2018

Ms. Sarika Lidoria resigned from the post of Independent Director on 19th March, 2018 and Ms. Usha Mishra was appointed as Additional Director (Independent] w.e.f. 29th March, 2018.

Particulars of Employees

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

Auditors'' Appointment

M/s. MVK Associates, Chartered Accountants, Statutory Auditors, holds office till the conclusion of the ensuing Annual General Meeting. Your Board recommends M/s. MVK Associates, Chartered Accountants appointment as Statutory Auditors from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting.

Pursuant to the provision of section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 the Company has appointed M/s. Ashok K. Surana & Associates, Chartered Accountants to undertake the Internal Audit of the Company for the F.Y. 2018-19. There stood no adverse finding & reporting by the Internal Auditor in the Internal Audit Report for the year ended 31st March, 2018.

Comments on Auditors Report

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark or disclaimers. The Statutory Auditors have not reported any incident of fraud in the year under review.

Particulars of Loan given, Investment made, Guarantees given and Securities Provided (Section 186)

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

Particulars of Contracts or Arrangements with Related Parties referred to in Section 188(1)

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. The particulars of contracts or arrangements with related parties referred to in Section 188(1], as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure I.

Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars regarding foreign exchange earnings and outgo appear as separate items in the notes to the Accounts. Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts] Rules, 2014 are not applicable.

Extract of Annual Return

The extract of Annual Return, in format MGT -9, for the Financial Year 2017-18 has been enclosed with this report in Annexure II.

Secretarial Auditor & Report

The Board of Directors of the Company has appointed M/s. C. B. Jain & Associates, Practicing Company Secretary to conduct the Secretarial Audit and their Report on Company''s Secretarial Audit is appended to this Report as Annexure III.

Corporate Social Responsibility

As per Regulation 34(3] and Schedule V of SEBI (Listing Obligations and Disclosure Requirements] Regulations], 2015, a separate Section on Corporate Governance on corporate governance practices followed by the Company an integral part of this Report. The Report has been attached in Annexure IV.

Statement on declaration given by independent directors under section 149 of the Companies Act, 2013

As required under provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015, all Independent Directors of the Company have confirmed that they meet the requisite criteria of independence.

Disclosure under the sexual harassment of Women atworkplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at its workplace. The Company has adopted an Anti-harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013. Internal Complaint Committee are set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman & Managing Director. All female employees are covered under the policy

Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

	By Order of the Board of Directors
	For Octaware Technologies Limited
	Sd/-
	Mohammed Aslam Khan
Place: Mumbai	Chairman & Managing Director
Date: 03-09-2018	DIN No:00016438

ANNEXURE I

Form No. AOC-2

(Pursuant to clause (h] of sub-section (3] of section 134 of the Act and Rule 8(2] of the Companies (Accounts] Rules, 2014]

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1] of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso is given below:

1. Details of contracts or arrangements or transactions not at arm''s length basis: NOT APPLICABLE

Sr. No.	Particulars	Details
a]	Name(s] of the related party and nature of relationship	Nil
b]	Nature of contracts/arrangements/transactions	Nil
c]	Duration of the contracts / arrangements/transactions	Nil
d]	Salient terms of the contracts or arrangements or transactions including the value, if any	Nil
e]	Justification for entering into such contracts or arrangements or transactions	Nil
f)	date(s] of approval by the Board	Nil
g)	Amount paid as advances, if any:	Nil
h]	Date on which the special resolution was passed in general meeting as required under first proviso to section 188	Nil

2. Details of material contracts or arrangement or transactions at arm''s length basis:

Sr	Particulars		Details
No.
a)	Name(s) of the Related Party	Sajid Iqbal Abdul Hameed	Mr. Mohammed Aslam Khan	Mr. Moham med Siraj Gunwan	Mrs. Rehana Khan	OctawareGulf FZE	Octawar e GulfQFC	Octaware Information Technologies Private Limited
b)	Nature of relationship	Director	Director	Director	Wife of Mr. Aslam Khan	Subsidiary company	Subsidiary company	Subsidiary company
c)	Nature of contracts/arrangements/transactions	Consultant Fees	Consultant Fees	Consulta nt Fees	Office Rent Payment	Services	Services	Services

d)	Duration of the contracts / arrangements /transactions	01.04.2017 to 31.03.2018	01.04.2017 to 31.03.2018	01.04.2017 to 31.03.2018	01.04.2017 to 31.03.2018	01.04.2017 to 31.03.2018	01.04.2017 to 31.03.2018	01.04.2017 to 31.03.2018
e)	Salient terms of the contracts or arrangements or transactions including the value, if any	NIL	NIL	NIL	Lease rent of Rs. 6,00,000/-	NIL	NIL	NIL
f]	date(s] of approval by the Board, if any	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.
g)	Amount paid as advances, if any:	NIL	NIL	NIL	NIL	NIL	NIL	Nil

	By Order of the Board of Directors
	For Octaware Technologies Limited
	Sd/-
	Mohammed Aslam Khan
Place: Mumbai	Chairman & Managing Director
Date: 03-09-2018	DINNo:00016438

ANNEXURE II

Form No. MGT9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2018

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I.REGISTRATION AND OTHER DETAILS:

i.	CIN	U7230MH2005PLC 5353 9
ii.	Regjstraion Date	26-05-2005
iii.	Name of the Company	Octaware Technologies Limited
iv.	Category/ Sib-Category of the Company	Listed Public Limited Company
V.	Address of the Registered office and contact details	204; Timmy Arcade, Makwana Road, Marol Off. Kurla Andheri Road, Mumbai 400059
vi.	Whether listed company	Yes
vii.	Name, Address and Contact details of Registrar and Transfer Agent, if any	N. A.

II.PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contrbuting 10 % or more of the total turnover of the company shall be stated:-

Sr. No.	Name and Description of main products /services	NIC Code of the Product/	% to total turnover of the company
		service
1	Information Technology Services.	73100	10 %

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No.	Name And Address Of The Company	CIN/GLN	Holding/ Subsidiary /Associate	% of shares held	Applicable Section
1	Octaware Information Technologies Pvt Ltd, 204 Timmy Arcade, Makwana Rd, Marol, Andheri East, Mumbai 400059	U72300MH20BPTC248824	Subsidiary	99.373%
2	Octaware Gulf FZE,P O Box 39349, RAK Free Trade Z one, Ras Al Khaimah, UAE	RAKFTZAFZE4009956	Subsiadiary	HP/o
3.	Octaware Gulf (QFC Branch)2nd Floor, Block No 2, Town Centre Building Bin Omran P. O. Box No. -306 Doha, Qatar.	QFC No.00328	Subsiadiary	100%

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoter
1) Indian
a) Individual/ HUF
b) Central Govt
c) State Govt(s)
d) Bodies Corp
e) Banks / F I
f'') Directors	17300	-	173002	48.18%	1730	-	173002	48.18	0
	24		4		024		4	%
	17300	-	173002	48.18%	1730	-	173002	48.18	0
Sub-total(A)(l):-	24		4		024		4	%
2) Foreign
g) NRIs Individuals
h) Other-Individuals
i) Bodies Corp.
j) Banks / F I
c) Any Other....
Sub-total (A)(2):-
B. Public Share holdign 2
1. Institutions
a) Mutual Funds
b) Banks / FI
c) Central Govt
d) State Govt(s)
e) Venture Capital Funds
'') Insurance Companies
g) FIIs
h) Foreign Venture Capital Funds
i) Others (specify)
Sub-total (B)(1)
2..Non Institutions
a) Bodies Corp.
(i) Indian
(ii) Overseas
)) Individuals
(i) Individual
shareholders	5,10,4	1,08,70	6,19,10	17.24%	2,30,	78,100	3,08,70	8.60	8.64
holding	00	0	0		600		0	%	%
nominal share capital upto Rs. 21akhs
(ii) Individual
shareholders
holding	6,21,5	51,300	6,72,87	18.74%	8,26,	51,300	8,77,67	24.44	5.70
nominal share capital in excess of Rs 2 lakhs	76		6		376		6	%	%
c) Others (Specify)
Bodies	2,51,2		2,51,20	7%	4,41,		4,41,60	12.30	5.30
Corporate	00		0		600		0	%	%
Foreign Individuals		98,459	98,459	2.74 %		98,459	98,459	2.74 %	0
NRI(Repat	1,04,0	46,111	1,50,11	4.18%	85,20	44,100	1,29,31	3.61	0.57
& Non Repat)	00		1		0		1		%
Hindu Undivided Firm	68,800		68,800	1.92%	4,800		4,800	0.13 %	1.9%
Sub-total	15,55,	3,04,57	18,60,5	51.82%	15,91	2,68,9	18,60,5	51.82	0
(B)(2)	976	0	46		,576	70	46	%
Total Public Shareholding (B)=(B)(1) (B)(2)
C. Shares held by Custodian for GDRs & ADRs
Grand Total	32,86,	3,04,57	35,90,5	100%	33,21	2,68,9	35,90,5	100%	0
(A B C)	000	0	70		,600	70	70

ii.Sharehokling of Promoters (Annexure I)

Sr. No	Shareholder''s Name	Shareholding at the beginning of the year			Shareholding at the end of the year
		No. of Shares	% of total % of Shares Shares of Pledged / the encumbered company to total shares		No.of Shaies	% of total % of Shares Shares of Pledged / the encumbered company to total shares		% change in shareholding during the year
	Mohammed Aslam Khan	D,84,742	3021		D,84,742	3021		0
	Sajid Iqbal Abdul Hameed	645282	17.97		645282	17.97		0

iii. Change in Promoters'' Shareholding (please specify, if there is no change) (Annexure II)

Sr. No.		Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company

1.	Mohammed Aslain Khan
	At the beginning of the year	10,84,742	30.21%	10,84,742	30.21%
	Date wise Increase / Decrease	0	0	0	0
	in Promoters Shareholding during the year specifying the reasons for increase decrease (e.g allotment / ransfer / bonus/ sweat equity etc.): Offer for sale in Initial Public Offering on 30/08/2017
	At the End of the year	10,84,742	30.21%	10,84,742	30.21%
2.	Sajid Iqbal Abdul Hameed
	At the beginning of the year	6,45,282	17.97%	6,45,282	17.97%
	Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase decrease (e.g allotment / transfer / bonus/ sweat equity etc): Offer for sale in Initial Public Offering on 30/03/2017	0	0	0	0
	At the End of the year	6,45,282	17.97%	6,45,282	17.97%

i.Shareholding Pattern of Top ten Shareholders (Annexure I)

Sr. No	Shareholder''s Name	Shareholding at the beginning of the year			Shareholding at the end of the year
		No. of Shares	% of total Shares of the company	% of Shares Pledged / encumbered to total shares	No. of Shares	% of total Shares of the company	% of Shares Pledged / encumbered to total shares	% change in share holding during the year
	Mohammed	10,84,	30.21%		10,84,	30.21%		0
	Aslam Khan	742			742
	Sajid Iqbal Abdul Hameed	6,45,282	17.97%		6,45,282	17.97%		0
	Mohammed Siraj Gunwan	2.63,857	7.34%		2.63,857	7.34%		0
	Shahnawaz Shaikh	2,03,348	5.66%		2,03,348	5.66%		0
	Sajankumar Rameshwarlal	0	0		1,79,200	4.99%		4.99%
	Bajaj
	Shri Ravindra Media	0	0		1,48,800	4.14%		4.14%
	Ventures
	Aryaman Capital Markets	49600	1.38%		1,42,400	3.97%		2.59%
	Limited
	Mirza Haroon Baig	1,33,571	3.72%		1,33,571	3.72%		0
	Hadicon Ventures	1,04,000	2.90%		27,200	0.76%		2.14%
	Private
	Limited
	Sultan Abdul	51300	1.43%		51300	1.43%		0
	Kader

i.Shareholding of Directors and Key Managerial Personnel (Annexure I)

Sr. No	Shareholder''s Name	Shareholding at the beginning of the year			Shareholding at the end of the year
		No. of Shares	% of total Shares of the company	% of Shares % ledged / encumbered to total shares	No.of Shares	% of total Shares of the company	% of Shares Pledged / encumbered to total shares	% change in share holding during the year
	Mohammed As lam Khan (CMD)	10,84,742	30.21%		10,84,742	30.21%		0
	Sajid Iqbal Abdul Hameed (WTD and CFO)	6,45,282	17.97%		6,45,282	17.97%		0
	Mohammed Siraj Gunwan (WTD)	2.63,857	7.34%		2.63,857	7.34%		0
	Shariq Nisar (Independent Director)	5000	0.14%		5000	0.14%		0
	Muzammil Memon (Company Secretary)	1500	0.04%		1500	0.04%		0

V. INDEBTEDNESS

Indebtedness of the Company including interest out standing/accrued but not due for payment

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year	None	None	None	None
i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not
	None	None	None	None
Total (i ii iiii)
Change in Indebtedness during the financial year - Addition
- Reduction
	None	None	None	None
Net Change
Indebtedness at the end of the financial year
i) Principal Amount
ii) Interest due but not paid iii) Interest accrued but not due
Total (i ii iiii)	None	None	None	None

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/orManager

SI. No.	Particulars of Remuneration	Total Amount
1	Gross salary	Mohammed Aslam Khan (CMD)	Sajid Iqbal Abdul Hameed (WTD)	Mohammed Siraj Gunwan(WTD)	Total Amount
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	10,30,000	Nil	8,10,0 00	18,40,000
	(b) Value of per quisites u/s
	17 (2) Income-tax Act,
	1961
	(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961
2	Stock Option	Nil	Nil	Nil	Nil
3.	Sweat Equity	Nil	Nil	Nil	Nil
4.	Commission	Nil	Nil	Nil	Nil
	- as % of profit
	- others, specify...
5.	Others, please specify Consulting fees	3,60,000	4,25,00 0	1,99,5 00	9,84,500
6	Total (A)	13,90,000	4,25,00 0	10,09, 500	28,24,500
	Ceiling as per the Act

B. Remuneration to other directors:

SI.	Particulars of Remuneration	Name of Directors				Total
No.						Amount
		Shariq Nisar	Krishnan Narayanan	Sarika Lidoria (Resigned on 19th March,2018)	Usha Mishra (Appointed on 29th March, 2018)
	Independent Directors
	• Fee for attending board committee meetings	7500	2500	2500	Nil	7500
	• Commission
	• Others , please specify
	Total (1)	7500	2500	2500	Nil	7500
	Other Non-Executive Directors	Nil	Nil	Nil	Nil	Nil
	• Fee for attending board committee
	meetings
	• Commission
	• Others , please specify
	Total (2)	Nil	Nil	Nil	Nil	Nil
	Total(B)=(l 2)	7500	2500	2500	Nil	7500
	Total Managerial Remuneration	Nil	Nil	Nil	Nil	Nil
	Over all Ceiling as per the Act	Nil	Nil	Nil	Nil	Nil

C. Remuneration to Key Managerial Personnel Other Than MD /Manager/WTD

SI.	Particulars of Remuneration	Name of KMPs
no.
		Sajid Iqbal Abdul Hameed (CFO)	Muzammil Memon (CS)	Total
1	Gross salary	4,25,000	3,96,000	8,21,000
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
	(b) Value of perquisites u/s 17 (2) Income-tax
	Act, 1961
	(c) Prof is in lieu of salary
	under sectbn
	17 (3) Income-tax
	Act, 1961
2	Stock Option	Nil	Nil	Nil
3.	Sweat Eqjity	Nil	Nil	Nil
4	Commission	Nil	Nil	Nil
	- as % of profit
	- others, specify...
5.	Others, please specify	Nil	Nil	Nil
6	Total	4,25,000	3,96,000	8,21,000

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type	Section of the companies Act	Brief description	Details of Penalty/ Punishment/ Compounding fees imposed	Authority [RD /NCLT/Court]	Appeal made. If any(give details)
A. Company
Penalty
Punishment
Compounding
B. Directors
Penalty
Punishment
Compounding
C.Other Officers in Default
Penalty
Punishment
Compounding

	By Order of the Board of Directors
	For Octaware Technologies Limited
	Sd/-
	Mohammed Aslam Khan
Place: Mumbai	Chairman & Managing Director
Date: 03-09-2018	DINNo:00016438

ANNEXURE III

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2018

[Pursuant to Section 204(1] of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014]

To,

The Members,

OCTAWARE TECHNOLOGIES LIMITED

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by OCTAWARE TECHNOLOGIES LIMITED (hereinafter called the company]. Secretarial Audit was conducted in a manner that provided me with a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by OCTAWARE TECHNOLOGIES LIMITED ("the Company"] for the financial year ended on 31st March, 2018 according to the provisions of:

(i] The Companies Act, 2013 (the Act] and the rules made thereunder;

(ii] The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iii] Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to

the extent of Foreign Direct Investment; (v] The following Regulations and Guidelines prescribed under the Securities and Exchange

Board of India Act, 1992 (''SEBI Act'']: -

(a] The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements] Regulations, 2009;

(b] The Securities and Exchange Board of India (Issue and Listing of Debt Securities] Regulations, 2008;

(c] The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents] Regulations, 1993 regarding the Companies Act and dealing with client;

(d) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015;

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with BSE Limited read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors and Non-Executive Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings along with the agenda and detailed notes on agenda. A system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. The following are the qualifications as per our audit findings:

	Mr. Chirag Jain
	(Practicing Company Secretary)
	For C. B. JAIN & ASSOCIATES.,
	Membership No. A3 73 3 7
	C.P.No. 13973
Place: Mumbai
Date: 22/08/2018

''Annexure A''

The members,

OCTAWARE TECHNOLOGIES LIMITED

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events, etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

	Mr. Chiragjain
	(Practicing Company Secretary)
	For C. B. JAIN & ASSOCIATES.,
	Membership No. A3 73 3 7
	C.P.No. 13973
Place: Mumbai
Date: 22/08/2018