Softsol India Ltd

Dear Members,

Your Directors have pleasure in presenting the 35th Annual Report on the business and operations of your Company, for the year ended March 31, 2025.

STATE OF COMPANY'S AFFAIRS

The Financial Highlights of the Company are as given hereunder

(Amount in Rs. Lakhs, unless otherwise stated)

The Composite Scheme of Arrangement (Scheme) for Transfer of Software Business Undertaking into Covance Softsol Limited has been made effective on 27th September, 2024. The Appointed Date for the Scheme is April 01, 2023. The financials of the Company reflect the impact of this transfer from the Appointed Date. The Company is engaged in the business of real estate activities. During the year under review, your Company recorded turnover of Rs. 1274.17 Lakhs from Business activities in comparison with previous year's turnover of Rs. 1351.30 Lakhs.

Your company achieved net profit of Rs. 863.57 Lakhs for the year in comparison with the previous year's net profit of Rs.988.00 Lakhs.

The infrastructure (Infra) industry is poised for sustained growth, driven by the increasing global demand for digital transformation and the adoption of efficient property and rental management systems. According to recent industry reports, the rental management system market is projected to reach multimillion USD by 2031, growing at a robust CAGR of 15% from 2023 to 2031. This trend is fueled by the rapid urbanization, increasing investment in smart cities, and the need for centralized and automated systems that streamline property operations and tenant services.

The Infra industry remains highly competitive, with both established players and new entrants vying for market share. Innovation, scalability, and integration with emerging technologies like AI, IoT, and blockchain are key differentiators. Companies with strong digital infrastructure and end-to-end service capabilities are better positioned to succeed in this evolving landscape.

Opportunities:

Urbanization and demand for sustainable buildings present growth potential.

Government initiatives like RERA and GST benefits are boosting the sector.

Threats:

Regulatory challenges and market fluctuations could impact project timelines and profitability.

Increased competition may lead to margin pressures.

As per the accounting standards and internal management structure, the Company operates in a single business segment real estate related activities. Accordingly, no separate segment-wise reporting is required.

The real estate market is expected to grow steadily, supported by favorable government policies and sustained demand for both residential and commercial properties. However, factors like economic fluctuations and interest rate changes may pose challenges.

Key risks include regulatory changes, economic downturns, supply chain disruptions, and rising environmental compliance costs.

The company has robust internal controls in place, with regular audits and effective risk management processes to ensure compliance and safeguard assets.

The Board of Directors, in their meeting held on August 14, 2023 approved a Scheme of Arrangement under Section

230 to 232 and other applicable provisions of the Companies Act 2013 between SoftSol India Limited ("Demerged Company" or "SIL") and its wholly owned subsidiary, Covance SoftSol Limited ("Resulting Company" or "CSL") and their respective shareholders and creditors ("Scheme").

The Scheme was approved by the Hon'ble NCLT by way of its Order dated 12th September, 2024. The Effective Date of the Scheme was 27th September, 2024, with effect from the Appointed Date i.e., April 01, 2023. Pursuant to the Scheme, the Software Business Undertaking of the Company had demerged into Covance Softsol Limited with effect from the Appointed Date.

During the year under review, the software business was transferred to Covance Softsol Limited pursuant to a Scheme of Arrangement, effective from the Appointed Date of April 01, 2023. The transfer was completed on September 27, 2024. The Company's business activities are now focused on real estate and related operations. However, there are no Material changes from the date of closure of the financial year.

The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies

(Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed at https://softsolindia.com/investors/annual-return/.

During the year under review, no amount was transferred to the Reserves by the Board.

The Directors have not recommended any dividend for this financial year.

There were no changes in the capital structure of the Company. As on March 31, 2025, the Authorised Share Capital was Rs. 50,00,00,000 divided into 5,00,00,000 Equity shares of Rs. 10/- each and the Issued, Subscribed and Paid-up Share Capital was Rs. 14,76,36,890/- divided into 1,47,63,689 Equity shares of Rs. 10/- each.

During the year under review, the Company did not issue any shares, including those with differential voting rights, nor did it grant stock options, sweat equity, or buyback of shares.

During the year, the Company has not accepted any deposit under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2025, there are no unclaimed deposits with the Company. Further the Company has not defaulted in repayment of deposits or payment of interest thereon.

As on March 31, 2025, the Company does not have any Subsidiaries.

During the year under review, pursuant to Scheme of Arrangement, Covance Softsol Limited and Softsol Resources Inc. were ceased to be subsidiaries of the Company and currently Softsol Resources Inc. is the wholly-owned subsidiary of Covance Softsol Limited.

During the year under review, in the Board Meeting held on November 13, 2024, the Board appointed Mr.Devi Prasad Rath as the CFO of the Company with effect from November 13, 2024 and approved the resignation of Mr. Y KoteswaraRaofromtheoffice .e.f. October 29, 2024.w of CFO

Mr. Rakesh Sri Vankina (DIN: 01873325) was appointed as Non-Executive Independent Director of the Company w.e.f June 19, 2024.

Dr. Hanuman Chowdary Tripuraneni (DIN: 00107006) ceased to be a Non-Executive - Independent Director w.e.f

September 29, 2024 pursuant to completion of his tenure.

Mr. Subbiah Srinivasan Battina (DIN: 00482513) was re-designated from Non-Executive Independent Director to Non-Executive Non-Independent Director of the Company w.e.f October 01, 2024.

Mrs. Naga Padma Valli Kilari (DIN:08466714) was appointed as Non-Executive Independent Director of the Company through postal ballot on November 05, 2024 w.e.f August 14, 2024.

Except the above there has been no change in the Directors and Key Managerial Personnel of the Company.

None of the directors or KMP of the Company are disqualified under the provisions of the Companies Act, 2013 or under the provisions of Listing Regulations. The existing composition of the Company's Board is fully in conformity with the applicable provisions of the Companies Act, 2013 and Listing Regulations.

During the year under review, 4 Board Meetings were held and the intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013.

Pursuant to the provisions of section 134(3)(p) of the Companies Act, 2013 and Listing Regulations, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carriedoutbytheIndependentDirectors.TheDirectorsweresatisfiedwith the evaluation results, whichreflectedthe of the Board and its Committees with the Company. overall engagement and

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company possesses integrity, relevant expertise and experience required to best serve the interest of the Company. The

Independent Directors have affirmed compliance with the Code for the Independent Directors mentioned in

Schedule IV of the Companies Act, 2013.

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 read with Regulation 16(1) (b) of the Listing Regulations and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

A separate meeting of the Independent Directors was held, inter-alia, to discuss evaluation of the performance of Non-Independent Directors, the Board as a whole, evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors and the evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the rules there under as amended from time to time is annexed as an Annexure - 1 to this Report.

There are no instances of employees, who was in receipt of remuneration in excess of the limit prescribed in provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Your Company consistently invests in the attraction, retention, and development of talent, recognizing the dynamic nature of the Human Resources field. As the global economy, technology, and societal values continue to evolve, our HR professionals stay ahead of the curve by crafting strategies for upskilling and reskilling employees.

Additionally, we prioritize employee well-being and mental health support to foster a positive and supportive work environment.

The Company has 15 employees as of March 31, 2025 on permanent rolls. The employees' relation at all levels and at all units continued to be cordial during the year.

The details of the following committees of the Board along with their composition and meetings held during the financial year 2024-25 are given in the Report on Corporate Governance forming part of this Report.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 relating to the remuneration for the Directors (including criteria of making payments to Non-Executive Directors), Key Managerial Personnel, and other employees.

The Nomination and Remuneration Policy was formulated in compliance with Section 178 of the Companies Act, 2013 read with rules framed thereunder and the Listing Regulations. This policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.

Objective: The objective of the policy is to guide the Board, in relation to appointment, re-appointment and removal of Directors, Key Managerial Personnel and Senior Management, to evaluate the performance of the Directors, remuneration payable to the Directors, Key Managerial Personnel and Senior Management, so to retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage and to guide succession plan for the Board and to regularly review the plan.

The Policy has been uploaded on the website of the Company at https://softsolindia.com/investors/corporate-governance-policies/.

During the year under review, the Company spent the CSR amount against the statutory obligation with respect to CSR activities. The disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure - 2 to this Report.

The detailed CSR Policy has been uploaded on Company's website and can be accessed through the web-link https://softsolindia.com/investors/corporate-governance-policies/.

As per the requirement of Section 177(9) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism called the ‘Whistle Blower Policy' for Directors and Employees to report concern of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy and the details of the Whistle

Blower Policy has been uploaded on the Company's website and can be accessed through the web-link https:// softsolindia.com/investors/corporate-governance-policies/.

We believe that effective risk management policy is critical to mitigate potential risks and ensure business continuity. In order to achieve this, the Company has in place Risk Management Policy as per requirement of the

Listing Regulations and Section 134(3)(n) of the Companies Act, 2013, which requires the Company to lay down procedure for risk assessment and risk minimization. The Board of Directors, Audit committee and the Senior

Management of the Company are periodically reviewing the policy and monitoring its implementation to ensure the optimization of business performance, to promote confidence amongst stake holders in the business processes, plan and meet strategic objectives and evaluate, tackle and resolve various risks associated with the Company.

The Company does not have any borrowings from Banks, Financial Institutions, Body Corporates or from any other persons.

During the year under review, the Company has not made any investments or granted loans or provided security falling under the provisions of Section 186 of the Act.

The Company was not assigned with any Credit Rating.

SECRETARIAL STANDARDS complied with the applicable Secretarial Standards YourDirectorsconfirm issued by The Institute of Company Secretaries of India.

The Equity shares of the Company are listed on BSE Limited, Mumbai, which provides a wider access to the investors nationwide.

In accordance with the provisions of Companies Act, 2013, at the 33rd Annual General Meeting, the members approved theappointment of M/s. Pavuluri & Co., Chartered Accountants, Hyderabad (FRN:012194S), as Statutory Auditors' of the Company, for a period of 5 years i.e. up to the conclusion of 38th Annual General Meeting.

There is no qualification or adverse remark in Auditors' report. As regards the comments made in the Auditors Report, the Board is of the opinion that the same are self-explanatory and does not require further clarification.

There have been no instances of fraud reported by the Statutory Auditors' under Section 143(12) of the Act and Rules framed there under, either to the Company or to the Central Government. The notes on accounts referred to and the Auditors Report are self explanatory and therefore do not call for any explanatory note.

M/s. Balarami & Nagarjuna, Chartered Accountants, Hyderabad are the Internal Auditors' of the Company who have conducted the internal audit of the Company for the FY 2024-2025, as required under Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined. actively reviews the adequacy and effectiveness of the Internal Control System and suggests improvements to strengthen the same. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. Based on the report of internal audit function, Company undertakes corrective action in their respective areas and thereby strengthens the controls. Recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and accordingly implementation has been carried out by the Company.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained Secretarial Audit Report from M/s B S S & Associates, Company Secretaries, Hyderabad (FRN:3744), for the financial year 2024-25.

The Secretarial Audit Report is self-explanatory and therefore do not call for any explanation and the same is annexed as an Annexure - 3 to this Report.

Maintenance of cost records as prescribed under the provisions of Section 148 of the Companies Act, 2013 are not applicable for the business activities carried out by the Company during the financial year.

As per section 148 read with Companies (Audit and Auditors) Rule, 2014, Cost Audit is not applicable to the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made

(i) by the Statutory Auditors' in their report; and (ii) by the Secretarial Auditors' in their report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no material Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the

Company at large.

The details of Related Party Transactions are provided in the accompanying Corporate Governance Report and Audited Financial Statements.

Your Company's activities are service based, energy consumed is only in the nature of electrical consumption for use and maintenance of office appliances. However, the efforts of your Company are aimed at keeping the consumption levels to as low as practicable.

1) Steps taken for conservation of energy: The Company continues to work on reducing carbon footprint in all its areas of operations through initiatives like (a) green infrastructure, (b) green IT (data centers, laptops and servers and (c) operational energy efficiency.

2) Steps taken for utilizing alternate sources of energy/resources: Nil

3) Capital Investment on energy conservation equipments: Nil

Your Company not being engaged in any manufacturing activity, there is no material information to be provided in this regard.

The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company's operations do not require significant import of technology.

1) Efforts made towards technology absorption: A continuous interaction and exchange of information in the industry is being maintained with a view to absorbing, adapting and innovating new methods that may be possible.

2) Benefitsderived like product improvement, cost reduction, product development or import substitution:

Not Applicable

3) Information regarding technology imported, during the last 3 years: Nil

4) Expenditure incurred on Research and Development: NIL

(C) Foreign Exchange Earnings and Outgo: Total foreign exchange earnings and outgo details during the year were NIL

There are no significant material orders passed by the Regulators / Courts / tribunals which would impact the going concern status of the Company and its future operations except NCLT order dated.12.09.2024 approving scheme of demerger.

TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF

During the year under review, no amount was required to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of Section 124(5) of the Companies Act, 2013.

The details of all unpaid/ unclaimed dividend and shares transferred to IEPF are available on the website of the Company and the same can be accessed through the link: https://softsolindia.com/investors/iepf-unpaid-dividend-and-shares/ under the tab - "IEPF Unpaid Dividend and Shares".

Members, whose shares and unclaimed dividends have been transferred to IEPF Account/IEPF, are entitled to claim the said shares and dividend from IEPF Authority by submitting an online application in the prescribed form available on the website www.iepf.gov.in and sending a duly signed physical copy of the same to the Company along with requisite documents stated in the Form IEPF-5. The claim can be made only once in a financial year for all unclaimed/unpaid dividend and shares transferred to IEPF.

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2025 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified 133 of the Act read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgments 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 March 31, 2025. The Notes to the Financial Statements forms an integral part of this Report.

The Key Financial Ratios with detailed explanations were disclosed in the Financial Statements, which forms part of this Report.

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

(a) In the preparation of the annual financial statement, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any:

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

(c) The directors have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis;

(e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Your Company's internal financial control systems commensurate with the nature and size of its business operations. Your Company has maintained a proper and adequate system of internal financial controls. This ensures that all Assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorised, recorded and reported diligently.

The Audit Committee and Independent Internal Auditors, regularly review internal financial controls and operating systems and procedures for efficiency and effectiveness. The Internal Auditors' Reports are regularly reviewed by the Audit Committee of the Board.

The Company has put in place a Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the requirement of the ‘Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013'.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees of the Company are covered under the aforementioned Policy.

The summary of complaints received and disposed off up to March 31, 2025 were as under:

Number of complaints received: 0 Number of complaints disposed off: 0

During the year under review, Company has not made any application under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

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

In accordance with Schedule V(B) of the Listing Regulations, the Management Discussion and Analysis Report forms part of this Report.

Your Company has always strived to maintain appropriate standards of good corporate governance. The report on corporate governance as stipulated under Schedule V (C) of the Listing Regulations forms as Annexure – 4 of this Report. The requisite certificate confirming compliance with the conditions of corporate governance as stipulated under the said clause is attached to this report.

The Listing Regulations mandate the formulation of certain policies for all Listed Companies. The Corporate

Governance Policies are available on the Company's website at https://softsolindia.com/investors/corporate-governance-policies/. The policies are reviewed periodically by the Board and updated as needed.

The Board of Directors of the Company hereby confirmsthat according to the provisions of Regulation 34(2)(f) of the Listing Regulations, the report on Business Responsibility is not mandatorily applicable to our Company.

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 35th Annual General Meeting of the Company including the Annual Report for Financial Year 2024-25 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

The Board of Directors, wish to place on record its sincere appreciation for the support and co-operation received from all its stakeholders including customers, promoters, shareholders, bankers, suppliers, auditors, various departments/ agencies of Central/State Government and other business associates of the Company. Your

Board recognizes and appreciates the contributions made by all employees at all level that ensure sustained performance in a challenging environment.