Directors Report of Sofcom Systems Ltd.

Mar 31, 2025

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

Financial Performance:

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

The summarized financial highlights are depicted below:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25
Revenue from operations	801.60	35.75	828.21
Other Income	1.21	-	1.21
Total Income	802.81	35.75	829.42
Total Expenditure	731.54	12.19	757.75
Profit before tax	71.27	23.57	71.67
Less: Tax expense	(6.13)	6.11	(6.13)
Profit for the year (PAT)	77.40	17.46	77.80

Financial Highlights:

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

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

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

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

Dividend:

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

Investor Education and Protection Fund (IEPF):

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

Credit Rating:

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

Amount transferred to Reserve:

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

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

Dividend Distribution Policy

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

CHANGE IN NATURE OF BUSINESS:

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

SHARE CAPITAL:

Authorized Capital

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

Issued, Subscribed & Paid-up Capital

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

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

Disclosure by Directors

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

Board Meeting

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

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

Independent Directors

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

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

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

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

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

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

Sr. No.	Name	Designation	Date of Resignation
1	Mrs. Alkaben Rajendra Mehta	Non - Executive - Independent Director	July 16th 2024

Key Managerial Personnel

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

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

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

Performance Evaluation

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

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

DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

COMMITTEES OF BOARD:

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

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder’s Relationship Committee

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

Vigil Mechanism

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

Policy on Director’s Appointment and Remuneration

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

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

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

PARTICULARS OF EMPLOYEES:

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

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

ACQUISITIONS, DIVESTMENTS, INVESTMENTS AND MERGERS:

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

INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

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

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

PUBLIC DEPOSITS:

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

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

ANNUAL RETURN:

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

TRANSACTIONS WITH RELATED PARTIES:

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

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

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

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

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY:

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

MATERIAL CHANGES AND COMMITMENT:

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

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

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

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

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

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

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

CORPORATE SOCIAL RESPONSIBILITY:

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

RISK MANAGEMENT:

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

The Management considers the following before concluding any material decision:

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

b) strategy to mitigate such risks.

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

A. Conservation of energy -

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

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

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

has been adopted.

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

made in reduction in energy consumption.

B. Technology absorption -

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

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

import substitution: Not Applicable

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

beginning of the financial year) -

a. The details of technology imported: Nil.

b. The year of import: Not Applicable.

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

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

Not Applicable.

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

C. Foreign Exchange Earnings & Expenditure:

i. ) Details of Foreign Exchange Earnings: Nil

ii. ) Details of Foreign Exchange Expenditure: Nil

CORPORATE GOVERNANCE:

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

SECRETARIAL AUDITOR AND THEIR REPORT:

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

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

STATUTORY AUDITOR AND THEIR REPORT:

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

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

INTERNAL AUDIT & CONTROL:

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

REPORTING OF FRAUD:

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

DATA PRIVACY, DATA PROTECTION AND CYBER SECURITY

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

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

MAINTENANCE OF COST RECORD:

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

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

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

GENERAL DISCLOSURE:

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

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

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

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

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

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

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

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

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

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

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

APPRECIATIONS AND ACKNOWLEDGEMENT:

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

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

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

Registered office: For and on behalf of Board of Directors

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

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

Rajasthan, India, 302001

Sd/- Sd/-

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

Place: Ahmedabad Managing Director Director

DIN: 10698868 DIN: 10699241

---

Mar 31, 2024

Your Directors have pleasure in presenting the 29^th Annual report of your Company along with the audited financial statements, for the financial year ended March 31, 2024.

Financial Results: (Rs. in Lakhs.)

Particulars	Standalone
	F.Y. 2023-24	F.Y. 2022-23
Revenue from operations	35.75	276.25
Other Income	-	145.69
Total Income	35.75	421.93
Total Expenditure	12.19	191.03
Profit before tax	23.57	230.90
Less: Tax expense	(6.11)	(21.47)
Profit for the year (PAT)	17.46	209.43

YEAR AT A GLANCE:

Financial Performance:

The total income of the Company for the year ended March 31, 2024 was Rs. 35,75,000 as against the total income of Rs. 4,21,93,000 for the previous year ended March 31, 2023.

The Company has earned a Net Profit after Tax of Rs. 17,46,000 for the year under review as compared to Net Profit of Rs. 2,09,43,000 in the previous year.

Dividend:

With a view to conserve the resources of company for future growth, the Board of Directors do not recommend any Dividend for the Financial Year 2023-24 (Previous Year Nil).

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

Amount transferred to Reserve:

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the balance sheet of the Company.

Change in Nature of Business:

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

SHARE CAPITAL:

Authorized Capital

The authorized share capital of the company at the end of the financial year is Rs.6,50,00,000/- divided into 65,00,000 equity shares of Rs.10 each.

Issued, Subscribed & Paid-up Capital

The present Issue, Subscribed & Paid-up Capital of the Company is Rs. 4,63,15,500/- divided into 46,31,550 equity shares of Rs. 10 each.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

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

Disclosure by Directors

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

Board Meeting

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

During the year under review, Board of Directors of the Company met 12(Twelve) times, viz 13 ^th April, 2023, 29^th May, 2023, 20^th July, 2023, 09^th August, 2023, 09^th September, 2023, 02^nd October, 2023, 07^th October, 2023, 12^th November, 2023, 21^st December, 2023, 27^th December, 2023, 06^th February, 2024 and 12^th February, 2024.The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Report on Corporate Governance.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has four Non-Executive Independent Directors. In the opinion of the Board of Directors, all four Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under Listing Regulations and they are Independent of Management.

A separate meeting of Independent Directors was held on 24^th March 2024 to review the performance of Non-Independent Directors and Board as whole and performance of

Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board that is necessary for the board of directors to effectively and reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at www.sofcomsystems.com.

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1) (b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2023-24. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for re-appointment as Independent Directors and are independent of the Management.

Following Independent Directors have resigned during the year:

Sr. No.	Name	Designation	Date of Resignation
1	Mr. Nirav Rohitkumar Shah	Non - Executive -Independent Director	December 22nd 2023
2	Mr. Jagdishkumar Bhagvandas Patel	Non - Executive -Independent Director	October 17th 2023
3	Mr. Gohel Darshil Pankajbhai	Non - Executive -Independent Director	October 07th 2023
4	Mr. Ganeshprasad Pratap Murarika	Non - Executive -Independent Director	July 19th 2023
5	Mr. Rakesh Pandey	Non - Executive -Independent Director	July 19th 2023
6	Mr. Anil Nahar	Non - Executive -Independent Director	July 19th 2023

Key Managerial Personnel

In accordance with Section 203 of the Companies Act, 2013, the Company has appointed Mrs. Priti Apurvbhai Shah as a Managing Director and Chief Financial Officer of the Company. (W.e.f. 07^th October 2023).

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

Performance Evaluation

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

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

DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

COMMITTEES OF BOARD:

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

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder’s Relationship Committee

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

Vigil Mechanism

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

Nomination and Remuneration Policy

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personnel.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.sofcomsystems.com.

Remuneration of Directors

The details of remuneration/sitting fees paid during the financial year 2023-24 to Executive Directors/Directors of the Company is provided in Form MGT-7 and Report on Corporate Governance which are the part of this report.

PARTICULARS OF EMPLOYEES:

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

A.

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

INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

The Company has no any Subsidiary/Joint Ventures/Associate Companies. Hence provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC 1 is not required to be annexed to this Report.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2024.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement for the year ended on March 31, 2024.

ANNUAL RETURN:

The Extract of Annual Return of the company as on March 31, 2024 is available on the company''s website and can be accessed at www.sofcomsystems.com .

TRANSACTIONS WITH RELATED PARTIES:

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

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

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

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

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY:

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

There are no material changes and commitments affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. 31^st March, 2024 to the date of this Report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2023-24, the Company has received nil complaints on sexual harassment.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to Section 135 of Companies Act, 2013, the Company does not require to constitute Corporate Social Responsibility Committee (“the CSR Committee”).

RISK MANAGEMENT:

Business risk evaluation and management is an ongoing process within the Company. During the year under review, the Management reviewed the risk management and minimization procedure adopted by the Company covering the business operations of the Company.

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

A. Conservation of energy -

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

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

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

alternate source has been adopted.

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

been made in reduction in energy consumption.

B. Technology absorption -

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

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

or import substitution: Not Applicable

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

the beginning of the financial year) -

a. The details of technology imported: Nil.

b. The year of import: Not Applicable.

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

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

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

C. Foreign Exchange Earnings & Expenditure:

i. ) Details of Foreign Exchange Earnings: Nil

ii. ) Details of Foreign Exchange Expenditure: Nil

CORPORATE GOVERNANCE:

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

The Company has appointed M/s. Deepti & Associates, Practicing Company Secretary, to conduct the secretarial audit of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules there under. The Secretarial Audit Report for the financial year 2023-24 is annexed to this report as an Annexure - D.

The Company has received certificate dated August 29, 2024, from M/s. Deepti & Associates, Practicing Company Secretary, confirming that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as director of companies by the SEBI/Ministry of Corporate of Affairs or any such authority and Annual Secretarial Compliance Report dated July 04, 2024 for the FY 2023-24. Both Certificates are annexed to this report as an Annexure - E & Annexure - F.

STATUTORY AUDITOR AND THEIR REPORT:

The Company has appointed M/s S.D. Mehta & Co. (FRN: 137193W), Chartered Accountants, Ahmedabad as Statutory Auditors of the Company up to the date of this Annual General Meeting held for the financial year 2023-24. The Report given by the Auditors on the financial statement of the Company is part of this Annual Report.

INTERNAL AUDIT & CONTROL:

Your Company is in process to appoint a suitable and qualified Chartered Accountant as its Internal Auditor. As company needs an internal Auditor who will take care of the internal audit and controls, systems and processes in the Company. Meanwhile your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations.

REPORTING OF FRAUD:

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

MAINTENANCE OF COST RECORD:

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

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

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

GENERAL DISCLOSURE:

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

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

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

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

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

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

APPRECIATIONS AND ACKNOWLEDGEMENT:

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

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

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

Registered office: For and on behalf of Board of Directors

D-36, Subhash Marg, Flat SOFCOM SYSTEMS LIMITED

No. 802 Sheel Mohar CIN: L72200RJ1995PLC010192

Apartment, C-Scheme,

Jaipur, Rajasthan, India,

302001

Sd/-

Date: August 30, 2024 Priti Apurvbhai Shah

Place: Ahmedabad Chairperson

DIN:07165786

---

Mar 31, 2015

Dear Members,

Your Directors are delighted in presenting the 20th Annual Report on the business and operations of your Company together with Audited Annual Accounts and Cash Flow Statement for the year ended on 31st March, 2015.

1. FINANCIAL RESULTS

(Amount in RS.)

Particulars 2014-15 2013-14

Sales and other income 52955444 13,84,000

Profit before depreciation 537560 3,84,615

Depreciation 48688 19,817

Profit before Taxation 488872 3,64,798

Provision for Taxation

Current Tax 71000 31,000

Net Profit after tax 394347 3,33,798

2. OVERVIEW & OPERATIONS

The company is continuously stressing on development of software products. The commercial operations could not be undertaken on full swing due to more stress on software product and market development.

3. FUTURE PROSPECTS & PLANS

The Directors are hopeful that performance of the Company would be satisfactory in the current year due to proposed range of services and product developments, which the company proposes to take up.

4. FINANCE

The allotment money for the public issue could not be realized this year too.

5. DIVIDEND

In view of working capital requirement, no dividend is declared.

6. AUDITORS

M/s. R Mohnot & Co., Chartered Accountants, Auditors of the Company retires and being eligible offer themselves for re-appointment. Necessary certificate under section 141 of The Companies Act, 2013 read with Companies' (Audit & Auditors) Rules 2014 has been received from the retiring confirming their eligibility.

Auditor's Observations are self- explanatory read with notes on accounts and need no further explanation.

7. Company Secretary

As required under the provisions of the companies Act, 2013, The Company has appointed Sh.Gaurav Kaushik , an associate member of the Institute of Company Secretaries of India as the company Secretary w.e.f 1st day of March 2014.

8. DIRECTORS:

Mrs Asha Mehta retires by rotation and is eligible for reappointment.

At present the Board of Directors of the company comprises of Sh. Kishore Metha, Sh. Nawratan Mall Mehta, Sh. Arnab Banerjee , Smt. Asha Mehta, Sh. krishnanand Parmanand Pant and Sh. Sanjay Kumar Verma

9. COMMENTS ON RESERVATIONS, QUALIFICATIONS OR ADVERSE REMARKS GIVEN IN THE AUDITORS REPORT:

During the year under review, there was no audit qualification made by the Auditor in their Report on the Company's financial statements. The Company continues to adopt best accounting practices to ensure a regime of un-qualified financial statements.

10. CORPORATE GOVERNANCE:

The Company has implemented the Corporate Governance requirements and a report on compliance of Corporate Governance is enclosed as Annexure to the Director's Report.

11. DIRECTOR'S RESPONSIBILTY STATEMENT U/S 217(2AA):

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors based on the representation received from operating management, confirm that:

(i) In the Preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation to the material departures.

(ii) Directors had in selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period.

(iii) Directors had taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) Directors had prepared the Annual Accounts on a going concern basis.

12. CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUT GO:

The company was not engaged in any activities hence no information on conservation of energy and technology absorption is given. There were no foreign exchange earnings and outgoing during the year.

13. PARTICULARS OF EMPLOYEES :

The Company has not paid any remuneration attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217 (2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

14. ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude and appreciation to all employees of the Company for their valuable contribution during the year. They also wish to place on record their appreciation to the Company's Customers, Investors, Shareholders, Bankers, Suppliers, Distributors and other business associates for their cooperation and support.

PLACE: JAIPUR BY THE ORDER OF THE BOARD DATE: 08.09.2015 Sd/- MR. KISHORE MEHTA (DIRECTOR) DIN: 00043865

Sd/- MR. NAWRATAN MALL MEHTA (DIRECTOR) DIN: 00858126

---

Mar 31, 2014

Dear Members,

The Directors are delighted in presenting the 19th Annual Report on the business and operations of your Company together with Audited Annual Accounts and Cash Flow Statement for the year ended on 31st March, 2014.

1. FINANCIAL RESULTS

(Amount in RS.)

Particulars 2013-14 2012-13

Sales and other income 13,84,000 2,74,500

Profit before depreciation 3,84,615 44,991

Depreciation 19,817 6,417

Profit before Taxation 3,64,798 38,574

Provision for Taxation

Current Tax 31,000 -

Net Profit after tax 3,33,798 38,574

Balance brought forward from last year (15,40,838) (15,79,412)

Balance carried to Balance Sheet (12,07,040) (15,40,838)

2. OVERVIEW & OPERATIONS

The company is continuously stressing on development of software products. The commercial operations could not be undertaken on full swing due to more stress on software product and market development.

3. FUTURE PROSPECTS & PLANS

The Directors are hopeful that performance of the Company would be satisfactory in the current year due to proposed range of services and product developments, which the company proposes to take up.

4. FINANCE

The allotment money for the public issue could not be realized this year too.

5. DIVIDEND

In view of working capital requirement, no dividend is declared.

6. AUDITORS

M/s. R Mohnot & Co., Chartered Accountants, Auditors of the Company retires and being eligible offer themselves for re-appointment. Necessary certificate under section 141 of The Companies Act, 2013 read with Companies'' (Audit & Auditors) Rules 2014 has been received from the retiring confirming their eligibility.

Auditor''s Observations are self explanatory read with notes on accounts and need no further explanation.

7. Company Secretary

As required under the provisions of the companies Act, 2013, The Company has appointed Sh.Gaurav Kaushik , an associate member of the Institute of Company Secretaries of India as the company Secretary w.e.f 1st day of March 2014.

8. COMPLIANCE CERTIFICATE:

In Accordance with the provisions of Section 383A of the Companies Act, 1956 and Companies (Compliance) Rules, 2001 the company has obtained a Compliance certificate from Practicing Company Secretary and a copy of the same is annexed which forms part of his report.

9. DIRECTORS:

Shri Kishore Mehta retires by rotation and is eligible for reappointment.

Smt. Asha Mehta, Sh. krishnanand Parmanand Pant and Sh. Sanjay Kumar Verma were appointed as additional directors of the company w.e.f. 19.03.2014 to hold office till conclusion of this annual general meeting.

Now it is proposed to appoint them as regular directors of the company.

At present the Board of Directors of the company comprises of Sh. Kishore Metha, Sh. Nawratan Mall Mehta, Sh. Arnab Banerjee , Smt. Asha Mehta, Sh. krishnanand Parmanand Pant and Sh. Sanjay Kumar Verma

10. COMMENTS ON RESERVATIONS, QUALIFICATIONS OR ADVERSE REMARKS GIVEN IN THE AUDITORS REPORT:

During the year under review, there was no audit qualification made by the Auditor in their Report on the Company''s financial statements. The Company continues to adopt best accounting practices to ensure a regime of un-qualified financial statements.

11. CORPORATE GOVERNANCE:

The Company has implemented the Corporate Governance requirements and a report on compliance of Corporate Governance is enclosed as Annexure to the Director''s Report.

12. DIRECTOR''S RESPONSIBILTY STATEMENT U/S 217(2AA):

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors based on the representation received from operating management, confirm that:

(i) In the Preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation to the material departures.

(ii) Directors had in selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period.

(iii) Directors had taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) Directors had prepared the Annual Accounts on a going concern basis.

13. CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUT GO:

The company was not engaged in any activities hence no information on conservation of energy and technology absorption is given. There were no foreign exchange earnings and outgoing during the year.

14. PARTICULARS OF EMPLOYEES :

The Company has not paid any remuneration attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217 (2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

15. ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude and appreciation to all employees of the Company for their valuable contribution during the year. They also wish to place on record their appreciation to the Company''s Customers, Investors, Shareholders, Bankers, Suppliers, Distributors and other business associates for their cooperation and support.

PLACE: JAIPUR BY THE ORDER OF THE BOARD DATE: 25.08.2014 Sd/- MR. KISHORE MEHTA (DIRECTOR) DIN: 00043865

Sd/- MR. NAWRATAN MALL MEHTA (DIRECTOR) DIN:00858126

---

Mar 31, 2013

Dear Members,

The Directors are pleased to present their 18th Annual Report and the Audited statement of accounts for the year ended 31st March. 2013.

Amount in rupees

2013 2012

FINANCIAL RESULTS

Sales and Other Income 274,500 260,000

Profit before Depreciation 44,991 61,567

Depreciation 6,417 66,777

Profit/(Loss) before Taxation 38,574 (3,210)

Provision for Taxation

Current Tax - -

Net Protit/(Loss) after tax 38,574 (3,210)

Balance brought forward from last year (1,579,412) (1,576,202)

Balance Carried to Balance Sheet (1.540,838) (1,579,412)

OVERVIEW & OPERATIONS

The company is continuously stressing on development of software products. The commercial operations could not be undertaken on full swing due to more stress on software product and market development.

FUTURE PROSPECTS 8. PLANS

The Directors are hopeful that performance of the Company would be satisfactory in the current year due to proposed range of services and product developments, which the company proposes to take up.

FINANCE

The allotment money for the public issue could not be realized this year too.

DIVIDEND

In view of working capital requirement . no dividend is declared.

AUDITORS

The company''s auditors, M/s. R.Mohnot & Co., Chartered Accountants, retire at the conclusion of this Annual General Meeting and eligible for reappo.iiitrah:The members are requested to appoint auditors and to fix their remuneration.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of section 217(2AA) of the Companies Act, 1956, your directors confirm that:

1. in preparation of annual accounts, the appliCable accounting standards had been follawea and there was no material deviation there from.

2. such accounting policies had been selected and applied consistently and such judgments and estimates had been made that were reasonable and prudent so as to give a true and fair view, in the case of Balance Sheet, of the state of affairs of the Company as at 31st March 2013 and in the case Statement of Profit & Loss, of the Profit of the Company for the year ended on that date.

proper and sufficient care had been taken for maintenance of adequate accounting

3. records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. the annual accounts had been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The company was not engaged in any activities hence no information on conservation of energy and technology absorption is given.

Foreign Exchange Earnings NIL

Foreign Exchange Outgo NIL

DIRECTORS

Shri Nawratan Mall Mehta retires by rotation and is eligible for reappointment.

EMPLOYEES

As there is no employee in the company, no disclosure uis 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given.

REGISTERED OFFICE: By the Order of the Board D-36,Subhash Marg, Flat No. 802, Sheet Mahar Apartment, (Kishore Mehta) C -Scheme Director Jaipur DIN :00043865 Director

Jaipur (Nawratan Mall Mehta) July 2, 2013 Director DIN : 00858126

---

Mar 31, 2012

Dear Members,

The Directors are pleased to present their 17th Annual Report and the Audited statement of accounts for the year ended 31st March. 2012.

Amount in rupees 2012 2011

FINANCIAL RESULTS

Sales and Other Income 260.000 325.000

Profit before Depreciation 63.567 66.014

Depreciation 66,777 67,164

Profif/fLoss) before Taxation (3,210) (1.150)

Provision for Taxation

Current Tax -

Net Profit/(Loss) after tax (3,210) (1.150)

Balance brought forward from last year (1,576,204) (l .575.054)

Balance Carried to Balance Sheet (1,579,414) (1.576.204)

OVERVIEW & OPERATIONS

The company is continuously stressing on development of software products. The commercial operations could not be undertaken on full swing due to more stress on software product and market development.

FUTURE PROSPECTS 8. PLANS

The Directors are hopeful that performance of the Company would be satisfactory in Inc current year due to propose range of services and product developments, which the company proposes to lake up.

FINANCE

The allotment money for the public issue could not be realized this year too.

DIVIDEND

In view of losses, no dividend is declared.

AUDITORS

The company's auditors, M/s. R.Mohnot & Co.. Chartered Accountants, retire at the conclusion of this Annual General Meeting and eligible for reappointment. The members are requested to appoint auditors and to fix their remuneration.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of section 217(2AA) of the Companies Act, 1956, your directors confirm that:

1. in preparation of annual accounts, the applicable accounting standards had been followed and there was no material deviation there from.

2. such accounting policies had been selected and applied consistently and such judgments

and estimates had been made that were reasonable and prudent so as to give a true and fair view, in the cose of Balance Sheet, of the state of affairs of the Company os at 31st March 2012 and in the case Statement of Profit & Loss. of the Loss of the Company for the year ended on that date.

3. proper and sufficient care had been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. the annual accounts had been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO :

The company was not engaged in any activities hence no information on conservation of energy and technology absorption is given.

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

DIRECTORS

Shri Arnab Banerjee retires by rotation and is eligible for reappointment.

EMPLOYEES

As there is no employee in the company, no disclosure u/s 217(2A) of the Companies Act. 1956 read with Companies (Particulars of Employees) Rules, 1975 is given.

For & on behalf of the Board

REGISTERED OFFICE

D-36,Subhash Marg, Flat No. 802, Sheet Mohar Apartment, (Kistiore Mehta) C-Scheme Director Jaipur DIN :00043865

Jaipur August 14, 2012 (Nawratan Mall Mehta) Director DIN :00858126

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Mar 31, 2011

Dear Members,

The Directors are pleased to present their 161h Annual Report and the Audited statement of accounts for the year ended 31st March, 2011.

Amount in rupees

2011 2010

FINANCIAL RESULTS

Sales and Other Income 325,000 436,155

Profit before Depreciation 66,014 158,930

Depreciation/Write off of Misc. Exp. 67,164 67,164

Profit/(Loss) before Taxation (1,150) 91,766

Provision for Taxation

Current Tax - -

Net Profit/(Loss) offer fax (1,150) 91,766

Balance brought forward from last year (1,575,054) (1,666,820)

Balance Carried to Balance Sheet (1;576,204) (1,575,054)

OVERVIEW & OPERATIONS

The company is continuously stressing on development of software products. The commercial operations could not be undertaken on full swing due to more stress on software product and market development.

FUTURE PROSPECTS & PLANS

The Directors are hopeful that performance of the Company would be satisfactory in the current year due to wide range of services and product developments, which the company proposes to lake up.

FINANCE

The allotment money for the public issue could not be realized this year too.

DIVIDEND

In view of losses, no dividend is declared.

AUDITORS

The company''s auditors, M/s. R.Mohnot E., Co., Chartered Accountants, retire at the conclusion of this Annual General Meeting and eligible for reappointment. The members are requested to appoint auditors and to fix their remuneration.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of section 217(2AA) of the Companies Ad, 1956, your directors confirm that:

1. in preparation of annual accounts, the applicable accounting standards had been followed and there was no material deviation there from.

2. such accounting policies had been selected and applied consistently and such judgments and estimates had been made that were reasonable and prudent so as to give a true and fair view, in the case of Balance Sheet, of the state of affairs of the Company as at 31st March 2011 and in the case of Profit & Loss Accounf, of the Loss of the Company for the year ended on that date.

3. proper and sufficient care had been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for_preventing and detecting fraud and other irregularities.

4. the annual accounts had been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The company was not engaged in any activities hence no information on conservation of energy and technology absorption is given.

DIRECTORS

Shri Kishore Mehia retires by rotation and is eligible for reappointment.

EMPLOYEES

As there is no employee in the company, no disclosure u/s 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given.

REGISTERED OFFICE: By the Order of the Board D-36,Subhash Marg, Flat No. 802, Sheet Mahar Apartment, (Kishore Mehta) C -Scheme Director Jaipur DIN :00043865 Director

Jaipur August 5, 2011