Ekennis Software Service Ltd

To the Members of Ekennis Software Service Limited

Dear Members,

Your Directors have great pleasure in presenting the 6^th Annual Report together with the Audited Financial Statements of your Company for the Financial Year ended 31^st March, 2025.

The financial performance of your company is stated hereunder-

( in Lakhs)

The Company is engaged in the business of Software IT Consulting Services, IT Product / Software Development, Software Training and Printing, Designing & Packaging Solutions.

During the Financial Year, your Company has reported total revenue of 218.25 Lacs against 292.25 Lacs (Standalone) in the previous financial year

During the Financial Year, your Company has reported the net Loss for the current financial year (151.86) Lacs against the profit of 0.58 Lacs (Standalone) in the previous financial year

During the year, there was no change in the nature of business of the Company and it continues to concentrate on its current business.

The Company has not transferred any amount to the General Reserves for the financial year under review.

Keeping the Company's revival plans in mind; the Directors have decided not to recommend dividend for the financial year 2024-25.

The equity shares of the Company are listed on the Bombay Stock Exchange (SME) Platform. The Company has paid the applicable annual listing fees to the Stock Exchanges within the stipulated time.

As on March 31, 2025, 14,00,000 numbers of equity shares are held in dematerialized form, which constitutes 100% of total shareholding.

Pursuant to section 124 of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("The Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven consecutive years from the date of transfer to unpaid dividend account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall also be transferred to the demat account of IEPF Authority.

The provisions of Section 124 & Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend amount which was declared and not paid.

There is no change in the Authorised, Issued, Subscribed and Paid-up share capital during the financial year.

The Authorised Share Capital of your Company as on 31^st March, 2025 stood at 1,50,00,000 (Rupees One Crores Fifty Lakhs) divided into 15,00,000 equity shares of 10/- each.

The Paid-up share capital of your Company as on 31^st March, 2025 stood at 1,40,00,000 (Rupees Once Crore Forty Lakhs Only) divided into 14,00,000 (Fourteen Lakhs) Equity Shares of Rs. 10/- each, fully paid up.

Your Company has not issued any equity shares with differential rights, sweat equity shares, Employees' Stock Options and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4 (4), Rule 8 (13), Rule 12 (9) and Rule 16 (4) of the Companies (Share Capital and Debentures) Rules, 2014 and Section 42 &62 of the Companies act 2013, respectively.

The financial statement is prepared under the historical cost convention on the "Accrual Concept" and Going Concern assumption of accountancy in accordance with the generally accepted accounting principles in India and comply with the accounting standards as prescribed by Companies (Accounting Standard) Rules, 2006 and with the relevant provisions of the Companies Act, 2013 and rules made there under.

The estimate and judgement relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended 31^st March, 2025.

The Company has not accepted any public deposits during the Financial Year ended March 31, 2025 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2025, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22^nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

The Company complied with this requirement within the prescribed timelines.

Robust corporate governance policies, informed risk management and a keen eye on emerging opportunities underline our Governance approach. Continued focus on stakeholder value-creation, best in Class disclosure methodology has been adopted. Your Company has practiced sound Corporate Governance and takes necessary actions at appropriate times for enhancing and meeting stakeholders' expectations while continuing to comply with the mandatory provisions and strive to comply non-mandatory requirements of Corporate Governance. Your Company has complied with the requirements of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as issued by Securities and Exchange Board of India and as amended from time to time. It has given its deliberations to provide all the information in the Board's Report as per the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as a matter of prudence and good governance.

Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification by CEO/Whole time Director & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated formulation of certain policies for all the listed companies. All the policies are available on the Company's website i.e., www.ekennis.com The policies are reviewed periodically by the Board and updated based on need and new compliance requirements.

Your Company has adopted the Code of Conduct in terms of the SEBI (Prohibition of Insider Trading) Regulations, 1992, to regulate, monitor and report trading by designated persons towards prevention of Insider Trading. Further, in accordance with the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company has duly approved and adopted the code of practices and procedure for fair disclosure of Un-published Price Sensitive Information and formulated the Code of Conduct of the Company.

The code is applicable to Directors, Employees, Designated Person and other connected persons of the Company; the aforesaid code of conduct for prevention of Insider Trading is duly placed on the Website of the Company at https://www.ekennis.com/corporate-polices Pursuant to the Internal Code of Conduct for Prevention of Insider Trading as framed by the Company under SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended), the trading window closure(s) are intimated in advance to all the designated person and during the said period, the Board of Directors and concerned persons are not permitted to trade in the securities of the company.

The Audit Committee has oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a ongoing basis. The policy for risk management is available on the Company's website at https://www.ekennis.com/corporate-polices

The provisions of Section 135 of the Companies Act, 2013 on Corporate Social Responsibility is not applicable to the Company.

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is not applicable to your company being SME listed company, as per the exemptions provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has Zero Tolerance towards sexual harassment at workplace and has adopted a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder that provides a mechanism for the resolution, settlements or prosecution of acts or instances of sexual harassment at workplace and to ensure that all employees are treated with respect and dignity. All employees (Permanent/Contractual/Temporary/Trainees/Interns) are covered under this policy. The policy is gender neutral.

The policy on prevention of sexual harassment at workplace was adopted on 22^nd January, 2022 and amended as on 26^th April 2025 at the latest.

During the year under review, no Complaints with allegations of Sexual Harassment were received by the Company. A copy of the policy is placed on the website of the Company at https://www.ekennis.com/corporate-polices

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. The Members of Committee duly constituted are tabulated below: -

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

No. of complaints received: Nil

No. of complaints disposed of: Nil

Notes: Ms. Mamatha Resigned from the Position of Presiding Officer of ICC under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with effect from April 12^th,2025 and Ms. Suganya was appointed as Presiding Officer of ICC under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Pursuant to the provisions of section 134(3)(c) & 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge and ability, hereby confirm that:

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

2. Appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the Profit of the Company for the year ended on 31^st March, 2024;

3. Proper and sufficient care has been taken, for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the internal financial control framework, audit procedure and compliance system as established and maintained by the Company. The Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-24.

Pursuant to Section 134(3) read with Section 178 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 to Directors, KMP and other employees is available on the Company's website at https://www.ekennis.com/corporate-polices

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgement of the Board may affect the independence of the Directors.

a. The Board of Directors in its meeting held on 06^th December,2024 appointed Ms. Lalitha Padmanabhan as Company Secretary cum Compliance Officer (CS) of the Company (designated as Key Managerial Personnel).

b. Ms. Tejaswi Agarwal, resigned after the closing of office with effect from 27^th November, 2024 from the designation of Company Secretary cum Compliance Officer (CS) of the Company designated as Key Managerial Personnel.

The Company has received declarations from all the Directors of the Company confirming that:

a. each Independent Directors meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015; and

b. each Independent Director have registered their names in the Independent Directors' Databank pursuant to Sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and amendments thereto.

c. None of the Directors of the Company is disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013 and Articles of Association of the Company, Ms. Ruchita Joshi (DIN: 09366575), Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered for her reappointment.

During the year under review following were appointed as the Whole time Key Managerial Personnel (KMP) of the Company. The KMP of the Company as on 31^st March, 2024 are as follows: -

Ms. Tejaswi Agarwal, Company Secretary of the Company had resigned from the office of Company Secretary and Compliance Officer of the Company with effect from close of business hours of 27^th November, 2024. The Board placed on record sincere appreciation for the services rendered by Ms. Tejaswi Agarwal.

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013 and rules made thereunder or any other provisions of the Companies Act, 2013. The Directors have also made necessary disclosures to as required under provisions of section 184(1) of the Companies Act, 2013.

All members of the Board of Directors and senior management personnel affirmed compliance with the Company's Code of Conduct policy for the financial year 2023-24.

The details of remuneration of Directors, Key Managerial Personnel and employees of the Company as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been set out as Annexure A to this Report, attached hereto.

M/s. AY & Co. (FRN: 020829C) has been appointed by the Board of Directors in its meeting held on 30^th October, 2021, the same approved by the shareholders of the Company in its 2^nd Annual General Meeting held on 5^th November, 2021, for a period of 5 (Five) years and would hold the office of Auditors till the conclusion of the 7^th Annual General Meeting of the Company to be held for the financial year 2026-27.

The observations, if any, made by the Statutory Auditors in their Auditors Report together with the notes to accounts, as append thereto are self-explanatory and hence does not call for any further explanation. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.

During the Financial Year 2024-25, the Auditors have not reported any fraud under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

Mr. Varun Agarwal (Membership No. A53286, Peer Reviewed 3536/2023), Practicing Company Secretary, have been our Secretarial Auditor of the Company to carry out the Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 24-25.

In compliance to SEBI Circular SEBI/HO/CFD/CFD PoD 2/CIR/P/2024/185 (31 December 2024). The Board of Directors on the Board meeting held on 16.06.2025 have approved on recommendation of Audit Committee, appointment of M/s MSV and Associates, Practicing Company Secretaries Firm (FRN: P2018RJ07190) and having Peer Review No.1924/2022 as Secretarial Auditor for a term of five consecutive financial years commencing from 1st April 2025 to 31st March 2030 subject to the Approval of shareholders in the ensuing AGM.

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial Audit Report MR-3, as provided by Mr. Varun Agarwal, Practicing Company Secretary is annexed to this Report as "Annexure B".

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

M/s. Mahata Agarwal & Associates, Company Secretary continued to be the Internal Auditors of the Company under the provisions of section 138 of the Companies Act, 2013 for conducting the internal audit of the Company for the Financial Year 2025-26.

The Company has received Consent Letter from M/s. Mahata Agarwal & Associates, Company Secretary, for their re- appointment as the Internal Auditors of the Company for the Financial Year 2025-26 and the Board has re-appointed them accordingly.

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, an Annual Return in Form MGT-7 is placed on the website of the Company at www.ekennis.com

COMPANY'S WEBSITE

Your Company has developed and maintained its fully functional website www.ekennis.com which has been designed to exhibit the Company's businesses up-front on the home page and all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, Directors' & Corporate Profile, details of Board Committees, Corporate Policies, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors' interest / knowledge has been duly presented on the website of the Company.

Pursuant to Regulation 34 (2) (e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, Management Discussion & Analysis Report for the year under review forms the part of this report and is marked as Annexure ‘C'.

Information related to Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo as required under section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 are given in the "Annexure D" as attached hereto and forming part of this Report.

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: 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.

2. Issue of shares with differential 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.

3. Issue of shares under Employee's Stock Option Scheme: 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.

4. Non-Exercising of Voting Rights: During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

5. Disclosure on purchase by company or giving of loans by it for purchase of its shares: The Company did not purchase or give any loans for purchase of its shares.

6. Buy-Back shares: The Company did not buy-back any shares during the period under review.

7. Reduction of Share Capital of the Company: During the year under review, there were no such instances.

8. Preferential Allotment of Shares: The Company did not allot any shares on preferential basis during the period under review.

The Company has always promptly reported all material information including quarterly/half-yearly and event-based disclosures within due timeline to the Stock Exchange where the securities of the Company are listed.

The Company's website address is https://www.ekennis.com/ . The website contains basic information about the Company and such other details as required under the SEBI (LODR) Regulations, 2015 and other applicable and mandatory regulations. The Company ensures periodical updation of its website. The Company has designated the email-id info@ekennis.com to enable the shareholders to register their grievances.

The Ministry of Corporate Affairs, Government of India (MCA) has, by its Circular dated 21^st April, 2011 announced a "Green Initiative in the Corporate Governance" by allowing paperless compliance by companies. In terms of the said Circular, service of notice/documents by a Company to its Shareholders required to be made under the provisions of the Companies Act, 2013 can be made through the electronic mode.

In line with the above initiative of the MCA, the Company proposes to send documents such as the Notice of the Annual General Meeting, audited Financial Statements, Boards'

Report, Auditors' Report, Postal Ballots etc., henceforth to all its esteemed Shareholders, including your good self, in electronic form, through e-mail. Please note that these documents will also be available on the Company's website www.ekennis.com

Upon receipt of a requisition from shareholders, the Company will supply a printed copy of the Annual Report by post.

To facilitate the same, the Company requests to furnish your e-mail ID, quoting the folio number/DPID/Client ID to our Registrar and Share Transfer Agent and a copy to Company at the F0llowing address: