3. STATE OF COMPANY''S AFFAIRS AND
BUSINESS PROSPECTS

Revenue summary:

Your Board is pleased to report significantly enhanced
levels of business and profitability during the year
under consideration. This was made possible due
to concentrated efforts in various spheres from
Business Development to support team and all the
enabling functions.

• On Consolidated basis, the Group recorded an
increase in revenue from operations of INR 392.30
Million during FY 2025-26, representing a growth
group level of by 16.82% to INR 2725.21 Million
compared to INR 2332.91 Million in FY 2024-25. The
revenue from sale of service increased by 18.41%
to INR 1659.97 Million in FY 2025-26 compared to
INR 1401.87 Million in FY 2024-25. Sale of Software
product revenue increased by 14.41% to INR 1065.24
Million in FY 2025-26 compared to INR 931.04
Million in FY 2024-25.

• On Standalone basis, the Operating revenue of the
Company recorded an increase of INR 400.70 Million
during FY 2025-26 over previous year. The Revenue
from Operations increased by 17.20% to INR 2730.96
Million during the FY 2025-26 compared to INR
2330.26 Million during the previous financial year.
This growth was primarily propelled by a 18.03%
increase in the sale of Services to INR 1657.87
Million in FY 2025-26 compared to INR 1404.65
Million in FY 2024-25, alongside a 15.93% increase
in Sale of Software product to INR 1073.09 Million
in FY 2025-26 compared to INR 925.61 Million in
FY 2024-25.

Profitability & Earnings Per Share (EPS):

• On Consolidated basis, the group earned a Profit
Before Exceptional Items and Tax (PBET) stood
at INR 640.87 Million for FY 2025-26, up by 7.62%
in compare to INR 595.50 Million in the previous
year. Profit After Exceptional Items and Tax (PAET)
increased by 25.03% coming in at INR 433.81 Million
compared to INR 346.96 Million in the previous
FY 2024-25.

• On Standalone basis, the Profit Before Exceptional
Items and Tax (PBET) increased by 6.50% to INR
626.77 Million in FY 2025-26 compared to INR
588.52 Million in the previous year. Consequently,
Profit After Exceptional Items and Tax (PAET)
increased by 24.07% to INR 422.51 Million in
FY 2025-26 compared to INR 340.53 Million during
the previous year.

• Basic Earnings Per Share (EPS) for the reporting year
FY 2025-26 is INR 4.12 as against INR 3.47 immediate
previous financial year on Consolidated basis.

• Basic Earnings Per Share (EPS) for the reporting year
FY 2025-26 is INR 4.01 as against INR 3.40 immediate
previous financial year on Standalone basis.

Initial Public Offering (IPO) & Listing:

During the reporting period, the Company achieved
a significant milestone successfully transitioning
into a publicly listed entity in the recognised stock
exchanges in India, namely the BSE Limited (BSE) and
the National Stock Exchange of India Limited (NSE), at
an issue price of INR 120 (Indian Rupees One Hundred
Twenty Only) per share.

The shares debuted at a substantial premium over the
issue price, reflecting strong investor confidence and
a positive market response.

The details of the capital raised, and the utilisation of
proceeds are provided in the relevant sections of this
Annual Report.

Profitability summary:

On Consolidated basis

• EBITDA has been increased by INR 6.55 Million
from INR 724.73 Million in FY 2024-25 to INR 731.28
Million in FY 2025-26. The EBITDA margin reduced
to 26.83% in FY 2025-26 from 31.07% in FY 2024-25.

• PAT has been increased by INR 86.85 Million from
INR 346.96 Million in FY 2024-25 to INR 433.81
Million in FY 2025-26. The PAT margin increased to
15.92% in FY 2025-26 from 14.87% in FY 2024-25.

4. CHANGE IN THE NATURE OF BUSINESS

There have been no changes in the nature of business
of the Company during the year under review.

5. DIVIDEND

Pursuant to Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI
LODR" or "SEBI Listing Regulations"), and in
compliance with applicable provisions of Companies
Act, 2013, the Board of Directors of the Company
has voluntarily formulated and adopted a Dividend
Distribution Policy ("the Policy") as a measure of
sound corporate governance. The Policy is available on
the Company''s website:https://www.excelsoftcorp.
com/wp-content/uploads/2026/05/8.-Dividend-
Distribution-Policy.pdf.

Your Company remains committed to creating
sustainable long-term value for its shareholders by
efficiently deploying and retaining its profits within
the business to support growth, fund strategic
operational requirements and to invest in the
emerging opportunities.

In view of the Company''s ongoing capital expenditure
requirements and growth plans with aimed at
strengthening its financial position, the Board of
Directors have not recommended any dividend for the
financial year ended 31 March, 2026.

Consequently, no amount is proposed to be transferred
to the General Reserve for the financial year under
review, and the entire balance of profits has been
carried forward to the Profit & Loss account.

6. AMOUNTS TRANSFERRED TO
RESERVES

Your directors have decided not to propose the transfer
of any amount to the General reserve the financial
year under review, recommending instead that the
entire balance of profits be retained in the Profit and
Loss Account.

For complete details regarding the movement in
Reserves and Surplus during the financial year ended
31 March, 2026, please refer to the ''Statement of
Changes in Equity'' forming part of the Standalone
and Consolidated Financial Statements of this
Annual Report.

7. ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3) (a) of the Act, the
draft Annual Return i.e., Form MGT-7 of the Company
for the financial year ended 31 March, 2026, is hosted
on the website of the Company at

https://www.excelsoftcorp.com/wp-content/

uploads/2026/08/Draft-Annual-Return-2026.pdf

8. BOARD OF DIRECTORS, KEY
MANAGERIAL PERSONNEL ("KMP")
AND SENIOR MANAGEMENT
PERSONNEL ("SMP"):

I. BOARD OF DIRECTORS
A. Board Composition and Diversity
Your Company recognizes and embraces the
importance of a diverse Board in driving success.
The confluence of Directors on the Board with varied
professional expertise, knowledge, skills, regional
and industry insights, and diverse geographical
background ensures that the Company maintains its
competitive advantage and robust governance.

Your Company has an optimum mix of Executive, Non¬
Executive and Independent Directors to uphold the
independence of the Board and effectively separate
its functions of corporate governance from day-to¬
day management.

As on 31 March, 2026, your Company''s Board consists
of 8 (Eight) Members structured as follows:

• Executive Directors: 2 (Two),

• Non-Executive Non Independent Director:

2 (Two) and

• Non-Executive Independent Directors: 4(Four)
including 1 (One) Woman Independent Director

CHANGES IN BOARD COMPOSITION
DURING THE FINANCIAL YEAR UNDER
REVIEW

• *Appointment: Dr. Jayakumar Karuppusamy (DIN:
03615535), appointed as an Additional Director (Non¬
Executive Independent Director) by the Board of Director
of the Company at its meeting held on 10 March, 2026,
with effect from 10 March, 2026 to 09 March, 2031 for
a term of 5 (Five) years, Shareholders approved the
proposal through Postal Ballot by remote e-voting on 29
May, 2026.

• Resignation: Mr. Doreswamy Palaniswamy
(DIN: 01251023) resigned from the position of Non¬
Executive Independent Director of the Company with
effect from close of business hours on 17 March, 2026.

Retirement by Rotation:

In terms of the provisions of Section 152 (6), the Companies
Act, 2013 and the Articles of Association of the Company,
Mr. Colin Hughes (DIN: 02642180), Non-Executive Non
Independent Director, retires by rotation at the ensuing
Annual General Meeting and being eligible, offers
himself for re-appointment. The Board of Directors, on
the recommendation of the Nomination & Remuneration
Committee ("NRC"), recommends his re-appointment. The
profile of Mr. Colin Hughes is annexed to the Notice of the
Annual General Meeting.

DIRECTOR DISQUALIFICATIONS AND
INDEPENDENCE AFFIRMATIONS

None of the Directors on the Company''s Board are
disqualified from being appointed or continuing as Directors
under Section 164(2) of the Companies Act, 2013.

The Independent Directors of the Company have
consistently maintained highest standards of integrity,
professional ethics and institutional standard. They
possess the requisite expertise, experience, industry
acumen and core proficiencies necessary to effectively
discharge their duties.

All the Independent Directors have complied with the
proficiency test requirement pursuant to Section 150(1) of
the Companies Act, 2013, except one Independent Director,
who shall complete the requirement within the prescribed
timelines. The Independent Directors are in the process
of attend the proficiency test conducted pursuant to the
provisions of sub section 1 of section 150 or will attempt
the exam within available timelines under laws in force.

In accordance with Section 149(7) of the Companies Act,
2013 each Independent Director has confirmed to the
Company that he / she meets the criteria of independence
as laid down in Section 149(6) of the Companies Act, 2013
and Regulation 16(1 )(b) of the Listing Regulations and that
they are not aware of any circumstances or situations, which

exists or may be reasonably anticipated that could impair
or impact their ability to discharge duties. with an objective
independent judgement and without any external influence.
In the opinion of the Board, all Independent Directors are
independent of the management.

During the year under review, a meeting of Independent
Directors was held on 20 March, 2026. This meeting was
conducted without the presence of other Non-Independent
Directors and members of management. During the meeting,
the Independent Directors evaluated the performance of the
Non-Independent Directors, the Chairman, and the Board
as a whole. They also assessed the quality, quantity, and
timeliness of the information flow between the Company''s
management and the Board of Directors.

The terms and conditions of appointment of Independent
Directors, along with details of the Familiarization
Programmes conducted during the year, are hosted on the
website of the Company at: https://www.excelsoftcorp.
com/wp-content/uploads/2025/12/Excelsoft-
familiarization-programmes-IDs-20251203.pdf

BOARD''S OPINION ON INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR

In terms of the provisions of Rule 8(5) (iiia) of the Companies
(Accounts) Rules, 2014, the Board of Directors has
evaluated the appointment of Dr. Jayakumar Karuppusamy
(DIN: 03615535), who was appointed as a Non-Executive
Independent Director of the Company during the financial
year under review at its meeting held on 10 March, 2026,
with effect from 10 March, 2026.

Following a review by the Nomination and Remuneration
Committee (NRC) and based on subsequent corporate
ratifications, it is the considered opinion of the Board that
Dr. Jayakumar Karuppusamy possesses absolute integrity,
foundational industry expertise, and extensive professional
experience necessary to serve the interests of the Company
and its diverse stakeholder base.

The Board further confirms that Dr. Jayakumar Karuppusamy
has duly registered his name in the Independent Directors
Databank maintained by the Indian Institute of Corporate
Affairs (IICA). In terms of the proviso to Rule 6(4) of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, he is required to pass the online proficiency
self-assessment test within the timeline prescribed under
the said provision.

II. KEY MANAGERIAL PERSONNEL ("KMP"):

The following are the Key Managerial Personnel
("KMPs") of the Company as on 31 March, 2026:

1. Mr. Dhananjaya Sudhanva - Executive Chairman
& Managing Director,

2. Mrs. Sudhanva Shruthi - Whole-time Director,

3. Mr. Subramaniam Ravi - Chief Financial Officer
("CFO"), and

4. Mr. S. M Adithya Jain - Company Secretary,

Chief Compliance Officer and Chief Investor
Relations Officer

Changes in KMPs during the year:

1. Resignation of Company Secretary: Mr. Venkatesh
Dayananda resigned from the office of Company
Secretary and Compliance Officer and KMP.
He was relieved from his statutory duties with
effect from the close of business hours on 27
February, 2026.

2. Company Secretary Appointment: Based on
the recommendations of the Nomination and
Remuneration Committee ("NRC"), The Board, at
its meeting held on 06 February, 2026, approved
the appointment of Mr. S. M Adithya Jain as the
Company Secretary, Chief Compliance Officer
and Chief Investor Relations Officer and KMP of
the Company with effect from 02 March, 2026.

CHANGES IN KMP INCLUDING SMP
BETWEEN 31 MARCH, 2026, AND THE
DATE OF THIS REPORT

1. Mr. Doreswamy Palaniswamy was appointed as CEO
with effective from the commencement of business
hours on 01 April, 2026.

2. Mr. Subramaniam Ravi, CFO, has tendered his
resignation vide letter dated 01 June, 2026, from
office of Chief Financial Officer and Key Managerial
Personnel of the Company, with effect from close of
business on 31 August, 2026 (last working day)

Changes in KMP between 31 March, 2026, and the
date of this Report:

3. Chief Executive Officer ("CEO") Appointment:

Based on the recommendations of the Nomination
and Remuneration Committee ("NRC"), the Board
at its meeting held on 27 March, 2026, approved
the appointment of Mr. Doreswamy Palaniswamy
as the CEO and KMP of the Company, with
effective from the commencement of business
hours on 01 April, 2026.

4. Chief Financial Officer ("CFO") Resignation:

Mr. Subramaniam Ravi, CFO, has tendered his
resignation vide letter dated 01 June, 2026, from
office of Chief Financial Officer and KMP of the
Company, with effect from close of business
on 31 August, 2026 (last working day), owing to
health reasons and the need to devote more time
and attention to the well-being of his family.

III. SENIOR MANAGEMENT:

In line with the definition prescribed under Regulation
16(1)(d) of the SEBI LODR, the Senior Management
comprises of core operational leaders, functional
heads, and KMPs (excluding Board members).

Board Evaluation:

Pursuant to the provisions of Section 178 of the Act and
Regulation 19 read with Schedule II, Part D of the SEBI Listing
Regulations, the Board has devised a policy on evaluating
the performance of the Board of Directors, the Chairman,
Committees and Individual Directors. The policy of the
Company on Directors'' appointment and remuneration,
including the criteria for determining qualifications, positive
attributes and independence of a director and recommend
to the Board a policy, relating to the remuneration for the
directors, key managerial personnel and other employees,
as required under Section 178 of the Companies Act, 2013
is available on the Company''s website athttps://www.
excelsoftcorp.com/wp-content/uploads/2026/05/11.-
Policy-on-Nomination-Remuneration.pdf

The annual performance evaluation is initiated by the
Chairperson of the Nomination and Remuneration
Committee ("NRC") through structured and comprehensive
questionnaire covering various aspects of the Board''s and
its Committee functioning and effectiveness and Individual
Directors contributions including knowledge of business,
contribution to discussion and strategy, concern for
stakeholders, quantity and timeliness of the information
flow between the Board Members and the Management,
composition and Member participation, quality and
transparency of discussions, time devoted by the Board
to strategy, Board Culture, Execution and Performance of
Specific Duties, Obligations and Governance etc. based on
the criteria approved by the NRC.

The evaluators are also encouraged to provide qualitative
feedback and comments as part of the evaluation.
The detailed process and outcome of the performance
evaluation is provided in the Corporate Governance Report
forming an integral part of this Annual Report.

Further, the Independent Directors, at their exclusive
separate meeting held on 20 March, 2026, reviewed the
performance of the Board as a whole, its Chairperson, and
the Non-Independent Directors, alongside other strategic
matters as stipulated under Schedule IV of the Companies
Act, 2013 and the SEBI LODR.

BOARD DIVERSITY POLICY

Your Company believes that a diverse Board brings
broader perspectives and better decision-making, which
are essential for long-term growth. Our Board is structured
to combine different professional qualifications, industry
experience, management skills, and geographical
backgrounds, along with appropriate gender representation.

In line with the SEBI Listing Regulations, the Company has
adopted a Policy on Board Diversity to ensure an inclusive
and well-balanced boardroom composition.

Policy on Board Diversity is available on the Company''s
website and can be accessed athttps://www.excelsoftcorp.
com/wp-content/uploads/2026/05/18.-Policy-on-Board-
Diversity.pdf.

Directors & Officers Liability Insurance:

In line with Regulation 25(10) of the SEBI LODR, the Company
has in place the Directors & Officers Liability Insurance
(D&O) policy for all its Directors (including Independent
Directors) and Key Managerial Personnel of the Company
to protect against potential operational liabilities arising
during the lawful discharge of their duties.

Board Meetings and Quorum:

The Board of Directors of the Company met 10 (Ten)
times during the year under review. The details of these

Board Meetings are provided in the respective section of
the Corporate Governance report which forms part of the
Annual Report. The necessary quorum was present in all
the meetings.

The time interval between any 2 (Two) consecutive meetings
remained strictly with in the statutory limits prescribed
under the Companies Act 2013 and the SEBI LODR.

Separate meeting of the Independent Directors:

During the financial year 2025-26, the Independent Directors
of the Company met separately 1 (One) time without the
presence of Non-Independent Directors or members of the
management, in strict accordance with Schedule IV (Code
for Independent Directors) of the Companies Act, 2013 and
Regulation 25(3) of the SEBI LODR.

Committees of the Board:

Your Board of Directors has constituted various mandatory
and voluntary Committees to leverage the expertise of the
Committee members and to assist the Board in effectively
discharging its functions. These Committees guide and
support the Board in matters falling within their respective
scopes and responsibilities, in accordance with the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the Companies Act, 2013, as well
as such other matters as may be assigned to them from
time to time.

During the FY 2025-26, your Board operated with the
following 7 (Seven) Committees:

1. Audit Committee (Statutory Mandatory)

2. Nomination & Remuneration Committee (Statutory
Mandatory)

3. Corporate Social Responsibility Committee (Statutory
Mandatory)

4. Stakeholders'' Relationship Committee (Statutory
Mandatory)

5. Risk Management Committee (Voluntary - See Note 1)

6. IPO Committee (Special Purpose - See Note 2)

7. Independent Director Committee (Special Purpose -
See Note 2)

The composition of the Committees, their specific terms
of reference and Meetings held during the year, are given
separately in Corporate Governance Report which forms an
integral part of the Annual Report.

Further, all the recommendations of the aforesaid
committees have been accepted/ adopted by the Board
without any dissenting votes.

Note: 1. As on 31 December, 2025, your company did not fall within the
threshold of top 1000 listed entities based on market capitalization
as per Regulation 21 of the SEBI (LODR) Regulations. However, as
a proactive measure toward high corporate governance and robust
enterprise risk tracking, Board constituted the Risk Management
committee voluntarily.

Note 2: IPO Committee and Independent Director Committee was
formed exclusively to oversee and facilitate matters relating to
Company''s Initial Public Offer purpose. Consequent to the successful
completion of the listing process and fulfilment of their respective
objectives, both the committee were formally dissolved by the Board
of Directors at its meeting held on 06 February, 2026.

CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest
standards of corporate governance and adheres strictly to
the mandates stipulated under the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
("SEBI LODR").

The Board views sound corporate governance not as an
external obligation imposed, but as an intrinsic discipline
that guides every significant decision, ensuring a deep-
rooted value system of integrity, fairness, transparency,
and accountability to reap long-term benefits for
all stakeholders.

Pursuant to Regulation 34 read with Schedule V of the SEBI
LODR, the following reports and certificates are integrated
structurally into this compliance framework and form an
integral, standalone part of this Annual Report:

1. Corporate Governance Report: A detailed compliance
report outlining the corporate governance structures,
philosophies, and practices adopted by the Company,
along with all necessary statutory disclosures, is
presented separately and forms an integral part of this
Annual Report.

2. Management Discussion and Analysis (MD&A): In

terms of Regulation 34(2)(e) read with Schedule V
of the SEBI LODR, the Management Discussion and
Analysis Report, detailing the macro-industry structure,
operational performance, opportunities, threats, and
future outlook, is presented as a standalone section
forming an integral part of this Annual Report.

3. Corporate Governance Compliance Certificate: As

required under Para E, Schedule V of the SEBI LODR,
the Compliance Certificate issued by Padmavathi
& Vijayesh Associates LLP, Company Secretaries in
Practice, confirming compliance with the conditions
of Corporate Governance, is annexed directly to the
Corporate Governance Report.

4. Business Responsibility and Sustainability Reporting
(BRSR) Exemption Status: Based on the official market
capitalization data of listed entities released by the
Stock Exchanges (BSE & NSE) as of 31 December,
2025, the Company does not fall within the top 1,000
listed entities. Accordingly, pursuant to Regulation
34(2)(f) of the SEBI LODR, the Company is exempt
from the mandatory inclusion of a BRSR in its Annual
Report for the Financial Year 2025-26 and has opted
not to map voluntary disclosures for the current period.

DIRECTORS'' RESPONSIBILITY
STATEMENT

To the best of Board''s knowledge and belief and according
to the information and explanations obtained by the Board
of Directors, your Directors make the following statements
in terms of Sections 134(3)(c) & 134(5) of the Companies
Act, 2013:

a) In the preparation of the annual accounts for FY 2025¬
26, the applicable Indian Accounting Standards (Ind
AS) have been followed along with proper explanation
relating to material departures;

b) The Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as on 31 March, 2026, and of the Profit and
Loss of the Company for that period;

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

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

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

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

POLICY ON DIRECTORS'' APPOINTMENT
AND REMUNERATION

In accordance with the provisions of Section 178(3) of the
Companies Act, 2013, and the rules made thereunder, your
Company has adopted a comprehensive Nomination and
Remuneration Policy. This Policy governs the appointment
and remuneration of Directors, Key Managerial Personnel
("KMP"), and Senior Management, including the specific
criteria for determining qualifications, positive attributes,
and the core independence of a Director.

The Policy on Nomination and Remuneration is hosted on
the website of the Company and is available athttps://www.
excelsoftcorp.com/wp-content/uploads/2026/05/11.-
Policy-on-Nomination-Remuneration.pdf

Also, the salient features of the Policy and terms of
reference forms part of the Policy, which have been detailed
in the Corporate Governance Report and available on the
Website of the Company.

DISCLOSURE UNDER RULE 5 OF THE
COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014

The statutory disclosures required under Section 197 of the
Companies Act, 2013 read with rule 5(1) of the Companies
(Appointment & Remuneration) Rules, 2014 are annexed as
Annexure-1.

None of the Directors are receiving any remuneration,
commission or fee from any Subsidiary(ies) in India or
outside India.

In terms of the provisions of Section 197(12) of the
Companies Act, 2013 read with Rules 5(2) and 5(3) of the
Rules, a statement showing the names and other particulars
of employees drawing remuneration in excess of the limits
set out in the said Rules forms part of this Board''s Report.

LOANS, GUARANTEES AND
INVESTMENTS

The Company has not undertaken any transactions
including granting loans, making investments, or providing
guarantees and securities, during the financial year 2025-26
and up to the date of this report. Accordingly, the provisions
of these sections are not applicable.

Particulars of loans granted, guarantees given securities
provided and Investments made by the Company pursuant
to Section 186 of the Companies Act, 2013 and the rules
made thereunder are provided in financial statements
which forms an integral part of this Annual Report.

CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

All contracts/arrangements/transactions entered by the
Company during FY 2025-26 with its related parties were in
the ordinary course of business and on Arm''s length basis.
All Related Party Transactions ("RPTs") were placed before
the Audit Committee along with the minimum information
to be placed as per the SEBI (LODR) regulation 2015 for its
prior review and approval.

During the financial year under review, the Company did not
enter into any transaction with related parties that could
be considered materially significant under Regulation
23 of the SEBI LODR, nor did it enter into any contract or
arrangement under Section 188(1) of the Act which was not
at arm''s length or was material in nature. Consequently, the
disclosure required under Section 134(3)(h) of the Act, read
with Rule 8(2) of the Companies (Accounts) Rules, 2014,
in Form AOC-2 is attached as Annexure-2 with respect to
RPTs in arms length and ordinary course.

The transactions with Related Party(ies) were perused by
the Management followed by Audit Committee and the
Board of Directors with due diligence ensuring that there is
no conflict of interest or bias while considering any RPTs,
the Audit Committee in particular recommends all RPTs
only on the basis of valid justification for such transaction is
provided to them by the Management. Therefore, we believe
that all RPTs are true, fair and duly justified.

Further, between the closure of financial year 2025-26
and the date of this report, the Company has entered into
transaction with Mr. Mysore Sudhindratheertha Adarsh,
Chief Innovations Officer, towards remuneration payable
to him being a case of office of place of profit, for which
necessary approval of the Members has been received via
Postal Ballot held on 29 May, 2026, the details of which are
also part of this Annual Report.

The details of Related Party Transactions are also furnished
in Notes to Financial Statements (both Standalone and
Consolidated), as per the applicable Accounting Standards.

The Policy on RPTs as approved by the Board is available
on the Company''s website athttps://www.excelsoftcorp.
com/wp-content/uploads/2026/05/15.-Policy-on-Related-
Party-Transaction.pdf.

INITIAL PUBLIC OFFERING (IPO) &
UTILIZATION OF PROCEEDS:

During the financial year 2025-26, the Company successfully
launched its Initial Public Offer ("IPO") comprising a Fresh
Issue and an Offer for Sale ("OFS") aggregating to INR 500
(Indian Rupees Five Hundred) Crore, which included a Fresh
Issue of INR 180 (Indian Rupees One Hundred and Eighty)
Crore and an Offer for Sale of INR 320 (Indian Rupees Three
Hundred and Twenty) Crore.

The IPO was issued at a price of INR 120 (Rupees One
Hundred and Twenty) per equity share and received an
overwhelming response from the market. The equity shares
were subsequently listed at a premium, per share, on both
BSE and NSE.

Pursuant to the IPO, the Company''s promoter, Pedanta
Technologies Private Limited, offloaded equity shares
amounting to INR 320 (Rupees Three Hundred and Twenty)
Crore through the offer for sale ("OFS"). The proceeds from
the Fresh Issue, aggregating to INR 180 (One Hundred and
Eighty) Crore, are being utilized towards the Company''s
capital expenditure requirements. The allotment of shares
was completed on 24 November, 2025, and the equity shares
were listed on the BSE and NSE on 26 November, 2025.

During the year under review, the Paid-up Share Capital
of the Company was increased from INR 1,00,08,41,640
(Indian Rupees One Hundred Crore Eight Lakh Forty-One
Thousand Six Hundred and Forty only) to INR 1,15,08,41,640
(Indian Rupees One Hundred and Fifteen Crore Eight Lakh
Forty-One Thousand Six Hundred and Forty only).

B. Details of Buy Back of Securities:

The Company has not bought back any of its securities
during the year under review.

C. Details of issue of Sweat Equity Shares:

The Company has not issued any Sweat Equity Shares
under Section 54 of the Companies Act, 2013 during
the year under review.

D. Details of issue of Bonus Shares:

The Company has not issued any Bonus Shares under
Section 63 of the Companies Act, 2013 during the year
under review.

E. Details of Issue of Equity Shares with
Differential Rights:

The Company has not issued any Equity Shares with
differential rights as to dividend, voting, or otherwise
under Section 43(a)(ii) of the Companies Act, 2013
during the year under review.

F. Employee Schemes and Voting Rights:

There are no disclosure to be made under Rule 16(4)
of the Companies (Share Capital and Debentures)
Rules, 2014, as no instances arose during the year
involving voting rights not being exercised directly by
employees in respect of shares to which an employee
share scheme relates.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Based on the market capitalization data of the listed entities
released by the BSE Limited ("BSE") and the National Stock
Exchange of India Limited ("NSE") as of 31 December,
2025, your Company does not fall within the top 1,000
(One Thousand) listed entities.

Accordingly, pursuant to Regulation 34 of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company
is not required to include a Business Responsibility and
Sustainability Report ("BRSR") in its Annual Report
describing the initiatives undertaken from an environmental,
social and governance ("ESG") perspective.

INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

Pursuant to Sections 124 and 125 of the Act read with
the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
("IEPF Rules"), the amount in Unpaid Dividend Account, the
application money received for allotment of any securities
and due for refund, principal amount of matured deposits
and debentures and interest accrued thereon, redemption
amount of preference shares, etc. remaining unclaimed
and unpaid for a period of 7 (Seven) years from the date
it became due for payment by the Company shall be
transferred to the Investor Education and Protection Fund
established by the Central Government. In addition to that,

the Shares on which Dividend has not been paid or claimed
by the Shareholders for 7 (Seven) consecutive years or more
shall be transferred by the Company to IEPF, pursuant to
Section 124(6) of the Act and the rules made thereunder.

During the FY 2025-26, there were no amounts which were
required to be transferred to the IEPF by the Company.

EMPLOYEE STOCK OPTION SCHEME

The Company did not have any Employee Stock Option
Scheme ("ESOP") in force during the year under review.
Accordingly, no options were granted, vested, exercised,
or lapsed during the said financial year and the disclosure
requirements prescribed under the applicable provisions
of the Companies Act, 2013 and SEBI Regulations are
therefore not applicable.

A. Technology Absorption

(i) Efforts made towards technology absorption

Excelsoft operates in the learning, assessment and
examination technology domain, where competitive
advantage is determined almost entirely by the pace
at which new technology is absorbed and converted
into product capability. During the year under
review, Excelsoft made a decisive shift to an AI-first
operating model and adopted a full-stack approach
to Artificial Intelligence - building capability at every
layer of the stack: compute infrastructure, foundation
models, fine-tuning, orchestration, applications and
domain adaptation.

The principal efforts undertaken during the year were:

• Establishing owned AI compute infrastructure.
Excelsoft procured NVIDIA A6000 GPUs and
commissioned an in-house GPU environment at
Mysore, supplemented by NVIDIA RTX 6000 Ada
workstations for applied-AI teams and additional
GPU capacity at a peered partner data centre.
Owning this infrastructure allows customer AI
workloads to be run on dedicated, ring-fenced
environments, and supports on-premise and air-
gapped deployment for customers with strict data-
residency obligations.

• Democratising access to AI across the organisation.
"Excelsoft GPT", an internal AI environment running
on Excelsoft''s own GPU hardware with customer-
data protection built in, was enabled for 1,112
employees - extending access beyond engineering
to non-technical teams and interns, and thereby
building organisation-wide fluency rather than
isolated pockets of expertise.

• Absorbing frontier model technology. Excelsoft
evaluated, benchmarked and deployed a portfolio
of commercial and open-weight large language
models across differing risk and volume profiles,
self-hosting open-weight models on owned
infrastructure for the most sensitive and highest-
volume workloads.

• Institutionalising AI-driven engineering. Excelsoft
created "Excel AI Sprints", a structured, proprietary
engineering methodology that takes a real business
problem and ships an AI-assisted solution within
two to four weeks, with every sprint concluding in a
teach-back. This moved teams from merely using AI
tools to practising AI-driven engineering. Licensed
productivity and development tools were enabled
across the organisation to accelerate prototyping,
development, design and content creation.

• Building a disciplined innovation funnel. A structured
idea-to-product pipeline was operated through the

year, taking ideas through prototyping and customer
piloting before commercial launch.

• Strengthening governance of technology adoption.
Excelsoft deepened its practices around model
selection, validation, risk controls, explainability,
security, customer isolation, human oversight
and responsible deployment, and progressed an
AI Feature Lifecycle Checklist and a Corporate AI
Usage Policy through which AI features pass before
reaching a customer.

• Absorbing interoperability and accessibility
standards. Product engineering continued to
absorb and implement prevailing global standards
for learning and assessment interoperability and
digital accessibility, so that Excelsoft''s platforms
interoperate with customer ecosystems and meet
the accessibility expectations of regulators and
awarding bodies.

(ii) Benefits derived as a result of the above efforts

The benefits derived - in the form of product

improvement, cost reduction, product development

and import substitution — include:

• Product development: four AI-first products were
launched during the year - the AI-Levate App Suite,
Saras SchoolAI, Saras Assessments in-a-Box and
CareerSPARC - expanding Excelsoft''s addressable
market beyond its established platform business.

• Product improvement: AI capability was embedded
into existing platforms, including AI-assisted item
generation, item rewriting, similarity detection
and de-duplication, optical character recognition
for handwritten responses, transcription, AI on
business intelligence, and AI personas.

• Cost reduction and engineering efficiency:
AI-assisted code optimisation and schema re¬
engineering reduced the database footprint of
Excelsoft''s platforms by over 60% and eliminated
millions of lines of legacy code together with several
hundred redundant tables and stored procedures,
improving performance, stability and cost of
ownership for customers.

• Import substitution and data sovereignty: by owning
GPU infrastructure and self-hosting open-weight
models, Excelsoft substituted a material portion
of its dependence on foreign hosted AI services,
retained sensitive customer data within controlled
environments, and reduced recurring foreign-
currency outgo on third-party AI consumption.

• Capability and talent: organisation-wide access to
AI tooling has deepened the technical skill base,
improved delivery velocity and predictability, and

positioned Excelsoft to bid for larger and more
complex engagements.

• Market recognition: Excelsoft''s AI capability
was central to securing new engagements with
international awarding and professional bodies
during the year, validating the commercial return
on this technology investment.

(iii) Imported technology (imported during the last
three financial years reckoned from the beginning
of the financial year)

Excelsoft has not imported any technology under
a technology transfer, technical collaboration or
foreign technology licensing arrangement during the
three financial years reckoned from the beginning
of the financial year under review. Accordingly, the
disclosures required under this head are not applicable.

Note for the Board / Company Secretary: Excelsoft
did, during the year, procure imported computing
hardware (GPU servers and workstations) and
subscribe to commercially available software and
AI model services. These are commercial off-the-
shelf procurements and subscriptions rather than the
import of technology under a collaboration or licensing
arrangement, and are conventionally not disclosed
under this head. Should the Board prefer a fuller
voluntary disclosure, the alternative wording at Note
2 of the accompanying briefing note may be adopted.

B. Research and Development

(i) Specific areas in which R&D was carried out by
the Company

Research and development at Excelsoft is directed at
one question: how to make learning and assessment
technology measurably more intelligent, more
trustworthy and more accessible. The focus areas
during the year were:

• Domain-specific AI for learning and assessment

- adapting general-purpose intelligence into
contextual, domain-aware and reliable models for
education, on the conviction that the market will
be won by domain intelligence rather than generic
intelligence alone.

• AI -assisted assessment and marking - research i nto
ethical, explainable and secure AI for the marking of
handwritten student responses, including human-
in-the-loop workflows, bias-aware modelling and
calibration on representative learner cohorts.

• Generative AI for learning content - retrieval-
augmented, curriculum-grounded generation of
course content, with pedagogy-aware scaffolding,
misconception detection and automated
quality checking.

• Agentic AI - long-running, multi-step agents capable
of planning, retrieving, generating, refining and
quality-checking within a single workflow.

• Small language models and multilingual AI

- customer-specific, curriculum-native small
language models fine-tuned through Excelsoft''s
internal pipeline, including work on Indic-language
capability for translation and localisation use cases.

• Assessment integrity and proctoring - AI-assisted
invigilation with risk-flagged human review, item
security, parallel form generation and de-duplication.

• Examination delivery infrastructure - infrastructure-
independent, portable examination delivery, enabling
secure computer-based testing in locations without
reliable server infrastructure or connectivity.

• Edge AI - early-stage research into running AI
models on edge devices for education, assessment
and proctoring scenarios in low-bandwidth and
infrastructure-constrained environments.

• Accessibility, interoperability and responsible

AI - accessibility-compliant outputs by design,
standards-based interoperability with customer
ecosystems, and governance frameworks for
fairness, explainability, human oversight and
data protection.

• Research conducted jointly with an awarding body
on AI-assisted marking is expected to yield reusable
intellectual property applicable across the global
awarding-body and qualifications market.

• A provisional patent filing during the year has begun
the process of converting Excelsoft''s research into
protected intellectual property.

• Organisation-wide AI enablement has improved
engineering productivity and delivery predictability,
and has strengthened Excelsoft''s ability to attract
and retain technical talent.

(iv) Intellectual property, innovations and significant
technological developments

During the year under review, Excelsoft filed a
provisional patent specification under the Patents Act,
1970 in respect of an invention titled "Portable Self-
Contained Examination Delivery Node and Method
for Infrastructure-Independent Distributed Testing",
covering a compact, portable and secure examination
delivery device designed to replace traditional test-
centre server infrastructure in computer-based testing
environments. The invention underpins Excelsoft''s
Saras Assessments in-a-Box offering.

Beyond registered intellectual property, Excelsoft''s
principal intellectual assets take the form of proprietary
software platforms, frameworks, methodologies and
domain know-how developed in-house, including the
Saras suite of learning, assessment and examination
platforms, the AI-Levate suite of AI services, the
AI Content Studio platform, the Project Akshara
model fine-tuning pipeline, and the Excel AI Sprints
engineering methodology. Excelsoft''s trademarks,
copyrights and proprietary source code are protected
through a combination of statutory registration,
contractual protection and internal information-
security controls.

Excelsoft also invested in the wider research and
innovation ecosystem during the year, including
through sponsorship of the Mysore Quantum AI
Foundation - a community think tank for quantum
computing and artificial intelligence at Mysore - the
launch of the Excelsoft Partner Network to collaborate
with EdTech companies and start-ups, and continued
industry-academia engagement with leading
academic institutions.

v) Future plan of action

Excelsoft will continue to deepen its investment
in domain-specific intelligence for learning and
assessment. Priorities for the coming year include
productising the research from the joint AI Taskforce
into AI-assisted marking, human-in-the-loop workflows
and explainable scoring; scaling the next-generation
Saras e-Testing platform for high-stakes examination
delivery at volume; advancing AI-driven content
transformation tools for authoring, re-authoring,
localisation and accessibility; scaling Project Akshara
from research into customer engagements; maturing
edge AI experiments into productisable use cases;
expanding the owned GPU footprint; and continuing to
strengthen AI governance, since the market is moving
from demanding newer AI features towards expecting
sustained, predictable, explainable and ethical use
of AI.

vi) Expenditure incurred on Research and
Development

R&D is carried on by the Company as part of its ongoing
software development activities, and the expenditure
incurred thereon is considered as part of operating
expenditure. Further details relating to R&D are
provided in a separate section of this Annual Report.

(iii) Benefits derived, or expected to be derived, from

R&D activities

• Four new AI-first products were commercialised
during the year, creating incremental revenue
streams alongside Excelsoft''s established platform
business and reducing dependence on any single
product line.

• AI capability embedded across existing products
has strengthened competitive positioning in
international tenders, and contributed to the addition
of new clients during the year without erosion of the
existing client base.

• Platform re-engineering reduced the database
footprint by over 60%, lowering infrastructure
cost and improving performance and stability
for customers.

• Ownership of AI infrastructure and self-hosted
models enables Excelsoft to offer dedicated,
ring-fenced and, where required, on-premise
or air-gapped AI deployments - a material
differentiator with awarding bodies, ministries and
regulated customers.

A STATEMENT ON THE DEVELOPMENT
AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY

In today''s dynamic economic environment, risk management
constitutes an integral part of sustainable business
operations. The primary objective of the Company''s risk
management framework is to identify, assess, monitor,
and mitigate potential risks that may adversely impact the
business, thereby ensuring long-term stability and growth.

Being a technology-driven organization, the Company is
exposed to various systematic and unsystematic risks,
including those arising from geopolitical developments,
regulatory changes, corporate governance matters,
market fluctuations, and technological disruptions. To
address these exposures, the Company has adopted
a comprehensive Risk Management Policy, the link to
which ishttps://www.excelsoftcorp.com/wp-content/
uploads/2026/05/4.-Risk-Management-Policy.pdf and a
duly constituted Risk Management Committee.

The Committee periodically reviews the Company''s risk
profile, evaluates emerging risk factors, and ensures timely
implementation of appropriate mitigation strategies. The
framework not only aims at minimizing adverse impacts
but also at leveraging potential opportunities arising from
evolving business and economic conditions, thereby
safeguarding and enhancing the Company''s overall
business prospects.

CORPORATE SOCIAL
RESPONSIBILITY (CSR)

In line with the provisions of Section 135 read with Schedule
VII of the Companies Act, 2013, and the rules made
thereunder, the Board has constituted a Corporate Social
Responsibility Committee and adopted a formal CSR Policy.
Your Company views CSR as a vital instrument for driving
sustainable social development and inclusive growth.

The Annual Report on CSR activities for the financial year
ended 31 March, 2026, containing the composition of the
committee and the breakdown of project expenditures, is
annexed to this Report as Annexure-3.

The Board approved CSR policy of the Company available at
the website of the Company athttps://www.excelsoftcorp.
com/wp-content/uploads/2026/05/7.-Policy-on-CSR.pdf.

INTERNAL FINANCIAL CONTROL

Your Company has an Internal Financial Control System,
commensurate with the size, scale and complexity of its
operations. Internal Controls in the Company have been
designed and continually improved to further the interest
of all its stakeholders by providing an environment which

is facilitative to conduct its operations and to take care of,
inter alia, financial and operational risks with emphasis on
integrity and ethics as a part of work culture.

The scope and authority of the Internal Audit ("IA") is
defined by the Audit Committee. The Internal Auditors
monitor and evaluate the efficacy and adequacy of internal
financial control system in the Company and its compliance
with accounting procedures, financial reporting and policies
at all locations of the Company.

Based on the report of internal audit, process owners
undertake corrective action in their respective areas and
thereby strengthen the controls. Any significant audit
observations and corrective actions thereon are presented
to the Audit Committee and the Board. During the financial
year under review, no material internal control weaknesses
or significant deficiencies were identified.

Your Company has laid down set of institutional
standards, operational process and structures which
enables to implement internal financial control across the
organisation and ensure that the same are adequate and
operating effectively.

INSTANCES, IF ANY REPORTED BY THE
AUDITORS

There have been no instances of fraud reported by the
Auditors under Section 143(12) of the Companies Act, 2013
during the reporting year under review and up to date

PROHIBITION OF INSIDER TRADING

In compliance with SEBI (Prohibition of Insider Trading)
Regulation 2015, the Company has adopted a ''Code of
Conduct for Prevention of Insider Trading'' in line with the
provisions of the regulation.

The said Code is available on the Company''s website
athttps://www.excelsoftcorp.com/wp-content/
uploads/2026/06/Policy-on-Code-of-Conduct-for-Insider-
Trading.pdf

VIGIL MECHANISM/WHISTLE BLOWER
POLICY

Pursuant to the provisions of Section 177(9) of the Companies
Act, 2013, read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014, and Regulation 22 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has established a robust
Vigil Mechanism and Whistle Blower Policy. This framework
provides a secure and confidential channel for Directors,
employees, and other stakeholders to report genuine
concerns relating to unethical behavior, actual or suspected
fraud, or violations of the Company''s Code of Conduct.

The Policy provides adequate and strict safeguards against
the victimization of persons who utilize this mechanism. It
also ensures a direct channel of access to the Chairperson
of the Audit Committee in appropriate or exceptional cases.

The detailed Whistle Blower Policy, including the procedure
for reporting concerns under the vigil mechanism, is
available on the website of the Company athttps://www.
excelsoftcorp.com/wp-content/uploads/2026/08/Policy-
on-Code-of-Conduct-for-Insider-Trading.pdf

During the financial year under review, no new company
became a holding, subsidiary, associate, or joint venture
of the Company.

Further, Pedanta Technologies Private Limited ceased to
be the holding company upon dilution of its shareholding
through Offer for Sale under the Initial Public Offer of the
Company with effect from November, 2025 post IPO.

Additionally, Freedom to Learn Limited, a wholly owned
subsidiary of the Company, was struck off from the Register
of Companies, UK pursuant to Gazette Notice dated 13 May,
2025, with effect from 6 May, 2025

Pursuant to the provisions of Section 129(3) of the
Companies Act, 2013, read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing the
salient features of the financial performance, highlights
of operations, and the financial position of each of the
subsidiary companies in the prescribed Form AOC-1 is
annexed to this Report as Annexure-4.

The standalone and consolidated financial statements of
the Company, along with the detailed financial performance
metrics of each subsidiary, are available on the website
of the Company and can be reviewed during operational
business hours at our Registered Office.

CHANGE IN REGISTERED OFFICE AND
CORPORATE OFFICE

During the year under review there was no change in the
Registered office and corporate office of the Company.

CORPORATE POLICIES

The details of the policies approved and adopted by
the Board as required under the Act and Securities and
Exchange Board of India (SEBI) regulations are provided
in separate section of the Corporate Governance Report
appended to this report.

AUDITORS AND AUDITOR''S REPORT

A. Statutory Auditors

In terms of the provisions of the Companies Act, 2013,
Mr. Ramaswamy Vijayanand, Chartered Accountant
(Membership No. 202118), has been appointed as
the Statutory Auditor of the Company for a term of
4 (Four) consecutive years, to hold office from the
conclusion of the 23^rd (Twenty Third) Annual General
Meeting ("AGM") until the conclusion of the 27^th
(Twenty Seventh) AGM of the Company to be held in
the year 2027.

The Auditor''s Report for the Financial Year ended
31 March 2026, read together with the Annexures
referred to therein, does not contain any qualification,
reservation, adverse remark, or disclaimer. The
Auditor''s Report forms part of the Financial Statements
and is enclosed with the Annual Report.

During the year under review, the Statutory Auditors
have not reported any matter under Section 143 (12) of
the Act, therefore no detail is required to be disclosed
under Section134(3) (ca) of the Act.

B. Secretarial Auditor

Pursuant to the provision of Section 204(1) of the
Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and other applicable provisions
of the Companies Act, 2013 and Regulation 24A of
the Listing Regulations, appointed Padmavathi &
Vijayesh Associates LLP, Company Secretaries in

Practice, (Firm Registration No.: L2024KR016900)
were appointed as Secretarial Auditor of the Company
to conduct Secretarial Audit. At the 25^th AGM of the
Company held on 05 July, 2025 and they will hold the
office till the conclusion of the 30^th Annual General
Meeting to be held on 2030-31

C. Internal Auditor

Pursuant to the provisions of Section 138 of the
Companies Act, 2013, Madhavan & Co., Chartered
Accountants, Firm Registration No. 001909S, were
appointed as the Internal Auditors of the Company to
undertake the Internal Audit of the Company for the
Financial Year 2025-26. Based on the recommendation
of the Audit Committee, the Board of Directors, at its
meeting held on 22 May, 2026, reappointed them as
the Internal Auditor of the Company for the financial
year 2026-27.

During the year under review, the Internal Auditors have
not reported any matter under Section 143 (12) of the
Act, therefore no detail is required to be disclosed
under Section134(3) (ca) of the Act.

D. Cost Auditor

Maintenance of cost records and requirement of cost
audit as prescribed under the provisions of Section
148(1) of the Act read with the Companies (Cost
Records and Audit) Rules, 2014 is not applicable for
the business activities of your Company.

EXPLANATIONS/ COMMENTS BY THE
BOARD ON EVERY QUALIFICATIONS,
RESERVATIONS OR ADVERSE REMARK
OR DISCLAIMER MADE BY THE

I. STATUTORY AUDITOR IN HIS REPORT
There has been no qualification or reservations
or adverse remark or disclaimer in the Report of
the Auditor.

II. SECRETARIAL AUDITOR IN THEIR
SECRETARIAL AUDIT REPORT

During the period under review, the Secretarial Auditor
submitted their report, which is annexed herewith as
Annexure-5.

SECRETARIAL AUDITORS''

OBSERVATION:

1) As per the provisions of Regulation 18 (2) (a) of the
Listing Regulations, the audit committee shall meet
at least 4 (Four) times in a financial year and not more
than 120 (One Hundred and Twenty) days shall elapse
between the 2 (Two) consecutive meeting.

However, in case of this Company, the gap between
the 2 (Two) consecutive Audit Committee meetings,
held on (to match 24A & MR3) 05 February, 2025, and
11 June, 2025, exceeded the maximum permissible
gap of 120 (One Hundred and Twenty) days.

Management Response - Regulation 18 of SEBI LODR
applies only from the date of listing of specified securities,
not at the Draft Red Herring Prospectus ("DRHP") filing
stage. Further as per SEBI''s Master Circular dated 11
July, 2023, updated 11 November, 2024, and 30 January,
2026, explicitly states that "unless otherwise specifically
mentioned, the provisions of this Master Circular are
applicable to those entities that have listed their specified
securities." FAQs issued by SEBI and stock exchanges
further clarify that obligations like financial results
submission or committee meeting requirements begin post
listing, while pre-listing companies remain governed by the
Companies Act, 2013.

However, it is pertinent to note that Regulation 18(2)(a) of
SEBI (LODR) Regulations, 2015 is applicable only to listed
entities. At the relevant time, the Company had filed its
DRHP and was in the process of listing but had not yet been
admitted to trading on any recognized stock exchange.
Accordingly, the statutory requirement under Regulation
18(2)(a) was not strictly applicable to the Company
prior to listing. The Company nevertheless convened its
Audit Committee meetings in line with good governance
practices, with only a minor delay of five days. Post-listing,
the Company has put in place a robust compliance calendar
to ensure strict adherence to SEBI LODR requirements.

2) The eForm MGT 7 pursuant to Section 92 of the
Companies Act, 2013 read with rule 11 Companies
(Management and Administration) Rules, 2014 filed
by the Company for the Financial Year 2024-25 has
a clerical error in the entry of date of the Corporate
Social Responsibility ("CSR") Meeting.

Management Response - The Company identified a clerical
error in the form filed with the Registrar of Companies (ROC).
The Company has taken note of the same, has implemented
corrective measures to prevent the recurrence of such
errors, and is in the process of rectifying the filed form .

3) We have observed that the Statutory Auditor in the
Subsidiary Company (Enhanzed Education Private
Limited), was also the Internal Auditor of the Company
up to 30 September, 2025.

Management Response - The Statutory Auditor of the
Subsidiary Company, Enhanzed Education Private Limited,
tendered its resignation vide resignation letter dated
01 October, 2025, with immediate effect.

SECRETARIAL STANDARDS

During the financial year 2025-26, your Company has been in
strict compliance with the applicable Secretarial Standards,
specifically SS-1 (Secretarial Standard on Meetings of the
Board of Directors) and SS-2 (Secretarial Standard on
General Meetings), as issued by the Institute of Company
Secretaries of India ("ICSI"), New Delhi.

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

Your Company is committed to providing a safe, secure,
and enabling work environment that is completely free from
sexual harassment, discrimination, and retaliation. The

EVENTS OCCURRING AFTER THE
BALANCE SHEET DATE

Except as disclosed below, there have been no material
subsequent events after the balance sheet date till the date
of adoption of these financial statements which may have
significant impact on these financial statement.

1. Approval of Resolutions via Postal Ballot

Subsequent to the close of the financial year, the
Company successfully conducted a Postal Ballot
through a remote e-voting process, which concluded on
29 May, 2026 (deemed date of passing of resolutions).
The results, based on the Scrutinizer''s Report dated
02 June, 2026, confirmed that the members of the
Company approved the following key resolutions with
the requisite majority:

i. Appointment of Independent Director (Special
Resolution): Approval for the appointment of
Dr. Jayakumar Karuppusamy (DIN: 03615535)
as a Non-Executive Independent Director of the
Company for a term of five (5) consecutive years,
effective from 10 March, 2026, to 09 March, 2031.

ii. Remuneration of Managing Director (Special
Resolution): Approval for the remuneration
payable to Mr. Dhananjaya Sudhanva (DIN:
00423641), Chairman and Managing Director of
the Company.

Company has in place the 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.

The Policy is available on the website of the Company
athttps://www.excelsoftcorp.com/wp-content/
uploads/2026/05/5.-Policy-on-Prevention-of-Sexual-
Harassment.pdf

To ensure effective enforcement, the Company has duly
constituted an Internal Complaints Committee ("ICC")
across its operating locations to proactively review
workplace safety standards, sensitize employees, and
investigate and redress any complaints received.

iii. Remuneration of Whole-Time Director (Special
Resolution): Approval of the remuneration payable
to Mrs. Shruthi Sudhanva (DIN: 06426159), Whole¬
Time Director of the Company.

iv. Office or Place of Profit (Ordinary Resolution):

Approval for holding an office or place of profit
and the remuneration payable to Mr. Adarsh
Sudhindratheertha Mysore, holding the position
of Chief Innovations Officer (CIO) of the Company.

The remote e-voting was conducted in compliance
with Sections 108 and 110 of the Companies Act, 2013,
read with Rule 22 of the Companies (Management and
Administration) Rules, 2014, and Regulation 44 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

2. Appointment of Chief Executive Officer ("CEO"):

Mr. Doreswamy Palaniswamy was appointed as the
Chief Executive Officer of the Company effective
from the commencement of business hours on
01 April, 2026.

3. Resignation of Chief Financial Officer: Subsequent to
the close of the financial year 2025-26, the Company
received an official letter on 01 June, 2026, from CFO,
tendering his resignation from the position of Chief
Financial Officer (CFO) and Key Managerial Personnel
("KMP") of the Company, effective from the close of
business on 31 August, 2026, due to personal reasons.

MATERIAL CHANGES AND
COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY
BETWEEN THE END OF THE FINANCIAL
YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND
DATE OF THE REPORT

There are no material changes and commitments affecting
the financial position of the Company which have occurred
between the end of the Financial Year to which the financial
statements relate to and the date of this report.

MATERIAL ADVERSE EVENTS

The Directors assert that, to the best of their knowledge
and belief, there are no undisclosed circumstances that
would render the financial statements misleading. They
remain committed to upholding the highest standards
of financial reporting and transparency, ensuring that all
material information has been fully and fairly disclosed in
this report and the financial statements.

DEPOSITS

The Company did not accept any deposits within the
meaning of provisions of Chapter V - Acceptance of
Deposits by Companies of the Companies Act, 2013 read
with the Companies (Acceptance of Deposits) Rules, 2014.

THE DETAILS OF SIGNIFICANT AND
MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE

There is no significant or material orders passed by the
Regulators or Courts or Tribunals during the FY 2025-26
which affects the going concern status of the Company.

CORPORATE INSOLVENCY RESOLUTION
PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY
CODE, 2016 ("IBC")

During the year under review, no applications were filed
against the Company by any financial or operational creditors.

THE DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG
WITH THE REASONS THEREOF

There has been no instance of any one-time settlement
with bank and/or financial institutions, therefore not
necessitating this requirement.

COMPLIANCE TO THE PROVISIONS
RELATING TO THE MATERNITY
BENEFITS ACT, 1961

The Company is in compliance with the Maternity Benefits
Act, 1961. All benefits under the Act, such as paid maternity
leave and other compliance as per the relevant provision of
the enactment.

STATEMENT OF DEVIATION(S) OR
VARIATION(S)

In the Financial Year 2025-26, your Company have raised
INR 180CR ( Indian Rupees One Hundred and Eighty
Crores only ) Million from Initial Public Offer (IPO). Your
Board hereby confirms that there were no deviation(s) or
variation(s) in the utilisation of proceeds from the objects
stated in the offer document nor has the Company passed
any resolution requesting the Members to approve any
variation of deviation.

NUMBER OF EMPLOYEES

Number of Employees of the Company as on the end of
Financial Year 2025-26 as follows:

DISCLAIMER

As on the date of this Report, your Directors are not aware
of any circumstances not otherwise dealt with in this
Report or in the financial statements of the Company,
which would render any amount stated in the Accounts of
the Company misleading.

ACKNOWLEDGEMENTS

Your directors place on record their sincere appreciation
for the dedicated services and continued commitment
of all employees of the Company. Directors also extend
their gratitude for the consistent support and cooperation
received from banks, government and regulatory authorities,
stock exchanges, customers, vendors.

Upon completion of another successful year of your Company’s operations, we are immensely pleased to
share the performance of the Company with all of you for the Financial Year 2024-25 and hereby present to
you the 25th (Twenty-Fifth) Board Report forthe Financial Year (‘FY’) ended March 31,2025.

Incorporated in India on June 12, 2000, Excelsoft Technologies Limited (‘ETL’), was a private limited
company till September 16, 2024, and with effect from September 17, 2024 ‘ETL’ was converted into a
public limited company.

As we progress towards the 25th (Twenty-Fifth) year since we started this journey at ‘ETL’, we are
enthused to share with our members the ‘BR’ as follows.

COMPANY’S PHILOSOPHY

Our Company is committed to achieving and maintaining the highest standards of Corporate
Governance. We believe in transparency, ethical conduct, accountability, compliance with all
statutory and regulatory requirements, and in enhancing stakeholders’ value sustainably.

STATE OF COMPANY’S AFFAIRS. FINANCIAL PERFORMANCE SUMMARY & HIGHLIGHTS

The financial statements of the Company have been prepared in conformity with Indian
Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended (Ind AS) and otheraccounting principles
generally accepted in India. Management evaluates all recently issued or revised accounting
standards on an ongoing basis.

Your Company had a total of 5 (Five) subsidiary companies, all of them are wholly owned
subsidiaries of which 4 (Four) are incorporated outside India and 1 (One) incorporated in India.

After the closure of the Financial Year 2024-25 and as on the date of this report, ‘Freedom to Learn
Limited’, ceased to be subsidiary.

The Company discloses stand-alone and consolidated audited financial results on an annual
basis.

Key aspects of your Company’s financial performance for the FY 2024-25 are tabulated below:

Note: Previous year figures have been regrouped wherever necessary.

Note: INR (“Indian Rupees”)

PERFQ RMANCEOV E RVIE W

During the reporting FY, your directors inform that there was an increase in overall Turnover,
Profitability and otherfinancial performance metrics.

Your Directors are confident in achieving higher revenue and profits in the coming years too, as
the markets are expanding and your Company is geared up to harness the opportunities arising
in the geographies where it operates. Your Company has proactively worked on enhancing its
products and services offerings through innovations using latest technologies.

KEY EVENTS

During the FY under review, the Company has taken a significant step towards its proposed Initial
Public Offering (IPO) by filing the Draft Red Herring Prospectus (DRHP) with the Securities and
Exchange Board of India (SEB!) and as on date of this report has received “In Principle Approval”
from BSE Limited and National Stock Exchange of India Limited.

CHANGE IN NATURE QF BUSINESS

There has been no change in the nature of business of your Company.

REVIEW OF BUSINESS & OUTLOOK
BUSINESS DEVELOPMENT

Both, new customer acquisitions and new partnerships were part of the business development
activity in the FY 2024-25.

Efficient mining has ensured increase in the revenues from big ticket customers in North America,
United Kingdom, India, Singapore and Middle East markets. Our relationship with key customers
has strengthened further. Additional products and services are being added in various market(s).

Your Company has acquired customers for the new suite of Artificial Intelligence (‘Al’) tools for
tearningand assessment and is confidentthat there would be significant growth in adoption of Al
tools among our customers.

RESEARCH & DEVELOPMENT AND PRODUCT DEVELOPMENT INITIATIVES

In the FY 2024-25, there had been continued investment in the enhancements of products with
innovative features and functionalities and constant efforts to innovate and proactively
demonstrate through leadership in the domain of technology education and learning.

Our efforts are continuous and proactive in building the K12 Education Solutions - curriculum
solutions, projects and beyond-the-curriculum learning events.

CYBER SECURITY

At ‘ETL’, information security is of paramount importance, in the endeavour to maintain a robust
cyber security posture, your Company has remained abreast of emerging cyber security events
globally, to achieve higher compliance and continuity. State-of-the-art and Al enabled cyber
security solutions to have been deployed to detect and prevent malicious attempts, and
partnerships with leading cyber security providers are in place for adequate service and support.

While employees functioned effectively as a remote and hybrid workforce, the Company
continued to remain vigilant in the face of changing cyber security threats. Your Company
continues to be certified against the Information Security Management System (ISMS) Standard
ISO 27001:2013.

KEY EVENTS DURING FINANCIAL YEAR 2024-25
Conversion into a public Limited company:

Pursuantto a resolution passed in the Extra Ordinary General Meeting (EGM) of the Company held
on July 22,2024, the Company was converted from a Private Limited Company to a Public Limited
Company w.e.f. (i.e., with effect from) September 17, 2024.

Proposal to raise capital through Initial Public Offering (IPO)

The Board of Director and Members at their meeting held on February 12, 2025, approved a
proposal to raise capital through an IPO and an offer for sale.

The public issue will consist of fresh issue of Equity Shares aggregating up to INR 2,100 million
and an offer for sale of Equity Shares aggregating up to INR 4,900 million, as per the DRHP filed
with SEBI.

SHARE CAPITAL
Authorized Capital:

The authorised share Capital of the Company had been increased from existing INR 3,00,00,000/-
(Indian Rupees Three crore only) divided into 30,00,000 (Thirty Lakhs) Equity Shares of INR 10/-
(Rupees Ten Only) each, to INR 150,00,00,000/- (Indian Rupees One Fifty Crore only) divided into
15,00,00,000 (Fifteen Crore) Equity Shares of INR 10/- each (Indian Rupees Ten only).

Issued Capital.. Subscribed and Paid-up Share Capital:

The paid-up Share Capital of the Company, as on March 31,2025, is INR 100,08,41,640/- (Indian
Rupees One Hundred Crore Eight Lakh Forty-One Thousand Six Hundred and Forty Only) divided
into 10,00,84,164 (Ten Crore Eighty-Four Thousand One Hundred and Sixty-Four) equity shares of
INR 10/- each while the paid-up share capital as on March 31, 2024, was INR 1,59,59,620/-
(Indian Rupees One Crore Fifty-Nine Lakh Fifty-Nine Thousand Six Hundred and Twenty) divided
into 15,95,962 (Fifteen Lakh Ninety-Five Thousand Nine Hundred and Sixty-Two) equity shares of
INR 10/- each.

Issue of Bonus Shares:

Pursuant to the provisions of Section 63 of the Companies Act, 2013 and other applicable
provisions, if any, including Rules made thereunder (including any statutory modifications or re¬
enactment thereof for the time being in force) read with Articles of Association of the Company
and subject to the approval of the Members of the Company and also subject to such consents
and approvals as may be required from the appropriate authorities/Government, your Directors
propose to capitalize a sum of INR 98,44,34,400 (Indian Rupees Ninety Eight Crore Forty-Four
Lakh Thirty-Four Thousand Four Hundred only) out of free reserves, securities premium account
and/ or capital redemption reserve account (except the reserves created by revaluation of
assets), by issue and allotment of 9,84,43,440 (Nine Crore Eighty-Four Lakh Forty-Three
Thousand Four Hundred and Forty) fully paid-up equity shares of face value of INR 10/- (Indian
Rupees Ten Only) each as bonus shares ("Bonus Shares”) to the holders of existing fully paid-up
equity shares of face value of INR 10/- (Indian Rupees Ten Only) each of the Company, whose
names will appear in the Register of Members / Beneficial Owners’ Position of the Company as
on Record date (“Record Date”), as fixed by the Board of Directors for this purpose, in the
proportion of 60:1, that is 60 (Sixty) new bonus equity share of INR 10/- (Indian Rupees Ten Only)
each for every 1 (One) existing fully paid-up equity share of INR 10/- (Indian Rupees Ten Only)
each held by the existing shareholders, and the Bonus Shares so allotted shall be treated as an
increase in the paid-up equity share capital of the Company held by each such member and not
as income in lieu of dividend. The Bonus Shares issued and allotted shall rank pari-passu in all
respects with existing equity shares and carry the same rights as the existing fully paid equity
shares of the Company.

The increase in paid up capital was primarily due the following allotments made during the
Financial Year

The Company has not reclassified or sub-divided or consolidated or sub-divided any part of
authorized share capital and has not even reduced any part of its paid-up capital by way of capital
reduction process or buy-back of shares.

Voting rights of shares remained the same duringthe year as they were in the previous year(s).

OBTAIN INGJSLN BYNON-SMALL COMPANIES - COMPANIES (PROSPECTUS AND ALLOTMENT
OF SFOMRjTIFS) SECOND AMENDMENT RULES. 2023 OF THE COMPANIES ACT2013.

In the Light of amendments dated October 27, 2023, mandating dematerialization of shares for
private companies, your company had already obtained International Security Identification
Number for the Equity Shares (ISIN) - INE606N01019 and the facility to Dematerialize the
Shares is provided to the Members.

The Company had appointed BGSE Financials Limited as its Registrar and Transfer Agent (RTA)
and obtained an ISIN in the year 2012. During the FY 2024-25, the Company transitioned its RTA
services to MUFG Intime India Private Limited.

The shares of the Company are under dematerialization ("Demat") category and are available for
demat on National Securities Depository Limited (NSDL) and Central Depository Services Limited
(CDSL) in India. The International Securities Identification Number (ISIN) allotted to the
Company’s shares is INE606N01019. Of the entire paid-up shares 10,00,82,125 shares, 99.998%
are in dematerialized form as of March 31,2025.

LIQUIDITY AND CASH EQUIVALENTS:

Your Company has a loan of INR 2,658.87 lakhs for the year ended March 31,2025. Company
has been conservative in its investment policy overthe years, maintaining a reasonably high level
of cash and cash equivalents which enable the Company to eliminate short and medium term
liquidity risks.

The goal of cash management at ‘ETL’ is to:

a. Use cash to provide sufficient working capital to manage business operations of the
Company to be able to add value to all our stakeholders and continuously enhance the
same.

b. Maintain sufficient cash as reserves that will aid the Company in capturing meaningful
business opportunities, including acquisitions.

c. Invest surplus funds in low-risk bank deposits, debt schemes of mutual fund and secured
bonds.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees or investments made under Section 186 are furnished in
Notes No. 09 & 21 of the Audited Financial Statements as on March 31,2025.

Details of Charges created/ modified/ satisfied are given in ANNEXURE H
TRANSFER OF AMOUNT TO GENERAL RESERVES:

Your Company for the FY ended March 31,2025, has not proposed and transferred any amounts
to General Reserves.

SUBSIDIARY AND ASSOCIATE COMPANIES

Your Company has 4 (Four) wholly owned subsidiaries across the globe.

The following table provides a list of all these subsidiaries as on March 31,2025:

There has been no material change in the nature of business of the subsidiaries. There has been
an addition of subsidiary i.e. Enhanzed Education Private Limited on August 01,2024.

During the year under review, Freedom to Learn Limited, UK, wholly owned subsidiary, ceased to
be a subsidiary due to closure in accordance with the applicable legal and regulatory provisions.

A statement containing the salient features of the financial statement of our subsidiaries in the
prescribed form AOC 1 is provided as ANNEXURE Ato this Directors’ Report. The statement also
provides the details of performance and financial position of each of the subsidiaries.

Acquisition of Subs i d i ary Company

During the year, the Company successfully acquired ENHANZED EDUCATION PRIVATE LIMITED,
thereby making it a subsidiary of the Company. This strategic acquisition aligns with our growth
objectives and is expected to enhance our operational capabilities, market presence, and overall
value creation for stakeholders. The acquisition was completed in compliance with all regulatory
requirements, and the subsidiary will contribute to the Company’s long-term vision and
expansion strategy.

The Board remains committed to ensuring seamless integration and leveraging synergies to
maximize the benefits of this acquisition.

Closure of Subsidiary Company

During the year under review, the Company has completed the closure of its wholly owned
subsidiary, Freedom to Learn Limited, UK in accordance with the applicable legal and regulatory
provisions.

Associate Companies/ Joint.V.eoture

Duringthe year under review, the company did not have any associate company or joint venture.

DIVIDENDS

To strengthen the long-term prospects and ensuring sustainable increase in revenue, it is
important for your Company to evaluate various opportunities in which your Company operates.

Keeping in mind expansion activities, conservation of funds is of vital importance.

Your Directors do not recommend any dividend for the year ended March 31,2025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There have been no instances of declaration of dividend or interim dividend, and accordingly,
transfer of unpaid/unclaimed dividend to Investor Education and Protection Fund (IEPF) within
the meaning of the provisions of Section 125 of the Companies Act, 2013 and the IEPF
(Accounting, Audit, Transfer and Refund) Rules, 2016 did/does not arise as no balance of unpaid/
unclaimed dividend is lying in the unpaid dividend account.

Due to the aforementioned reasons, no shares of the Company are bound to be transferred to the
IEPF during the FY 2024-25.

DETAILS OF BOARD OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE
APPOINTED OR HAVE RESIGNED OR ANY CHANGE IN DESIGNATION

COMPOSITION OF THE BOARD OF DIRECTORS:

The Composition of the Board of Directors as on March 31,2025, was as under:

CHANGES IN DIRECTORS DURING FY 2024-25 ARE AS UNDER:

1. Change in the designation of Mrs. Shruthi Sudhanva (DIN: 06426159) from Director to
Whole Time Director of the Company and the approval of members was taken in the
Extraordinary General Meeting held on October 31,2024.

2. During the period under review, Mr. Doreswamy Palaniswamy (DIN: 01251023) who was
appointed as an Additional & Independent Director of the Company on January 07, 2025,
was regularized with the approval of members in the Extraordinary General Meeting held on
February 12, 2025.

3. During the period under review, Mr. Shivkumar Pundaleeka Divate (DIN: 10849971) who
was appointed as an Additional & Independent Director of the Company on January, 2025,
was regularized with the approval of members in the Extraordinary General Meetingheld on
February 12, 2025.

4. During the period under review, Ms. Desiraju Srilakshmi (DIN: 02538343) who was
appointed as an Additional & Independent Director of the Company on January 07, 2025,
was regularized with the approval of members in the Extraordinary General Meeting held on
February 12, 2025.

5. During the period under review, Mr. Arun Kumar Bangarpet Venkataramanappa
(DIN: 08297682) who was appointed as an Additional & Independent Director of the
Company on January 07, 2025, was regularized with the approval of members in the
Extraordinary General Meeting held on February 12, 2025.

KEY MANAGERIAL PERSONNEL:

Pursuant to Section 203 of the Act, and the Rules made thereunder, following were the Key

Managerial Personnel’s (KMP) of the Company as on March 31,2025:

CHANGES IN KMP DURING FY 2024-25 AREAS UNDER:

a. During the year under review, Mr. Dhananjaya Sudhanva was reappointed as Managing
Director w.e.f June 18, 2024.

b. During the year under review, Mr. Venkatesh Dayananda was appointed as Company
Secretary and Compliance Officer w.e.f August 23, 2024.

c. Duringthe year under review, Mrs. Sudhanva Shruthi was appointed as Whole-Time Director
w.e.f November 01,2024.

d. During the year under review, Mr. Subramaniam Ravi was appointed as Chief Financial
Officer w.e.f December 02, 2024.

MEETINGS OF THE BOARD OF DIRECTORS

During the FY 2024-25, the Board of Directors met 12 (Twelve) times, on the following dates, which
were compliant with all the requirements of the Companies Act, 2013 and Secretarial Standards.

ATTENDANCE OF DI RECTORS IN THE BOARD M E ETINGS

In terms of the requirements of the SEBI Listing Regulations, the Board has constituted Audit
Committee, Nomination & Remuneration Committee, Corporate Social Responsibility
Committee, Stakeholders’ Relationship Committee, and Risk Management Committee. The
Board has also constituted IPO Committee. Details of each of these committees outlining their
composition, terms of reference and meetings held during FY 2024-25, are outlined below.

During the FY 2024-25, alt the recommendations made by the Committees (if applicable), to the
Board of Directors were accepted by the Board and there were no instances where the
recommendations of these committees were not considered by the Board of Directors.

1. AUDIT COMMITTEE FAC’)

During the period under review, pursuant to the provisions of Section 177 of the Companies Act
2013, the composition of the AC as on March 31,2025, were as under:

AC met on the following dates duringthe period:

Vigil Mechanism / Whistle Blower Policy

The Company has constituted a Vigil mechanism / Whistle Blower mechanism to report genuine
concerns relating to unethical behaviour, actual or suspected fraud. The details are explained in
the Corporate Governance Report. The Policy is available on the Website of the Company at
https://yvww.excel.softeorp.com/wp-cop1;eiTt/uploads/gQ2S/02Atigil-Mechanism-Policy.prif
Complaint received during the under review has been dealt with appropriately under the above
policy. The Company has not received any serious complaint under Vigil mechanism / Whistle
Blower policy during the year under review.

During the period under review, pursuant to the provisions of Section 178 of the Companies Act
2013, the composition of the NRC as on March 31,2025, were as under:

3. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE {‘CSR COMMITTEE’)

During the period under review, pursuant to the provisions of Section 135 of the Companies Act
2013, the composition of the ‘CSR Committee’ as on March 31,2025, were as under:

During the year, CSR committee has been reconstituted. Following are the members of CSR
committee before reconstitution.

CSR Committee of the Board of Directors of the Company has been reconstituted comprising of
the following members of the Board of Directors on January 07, 2025.

The CSR Committee met on the following dates duringthe period:

4. STAKEHOLDER RELATIONSHIP COMMITTEE (''SRC COMMITTEE’)

During the period under review, pursuant to the provisions of SEB1 (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the composition of the ‘SRC Committee’ as on
March 31,2025, were as under:

The SRC Committee met on the following dates during the period:

5. RISK MANAGEMENT COMMITTEE (‘RISK COMMITTEE’}

During the period under review, pursuant to the provisions of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the composition of the ‘Risk Committee’ as on
March 31,2025, were as under:

The Risk Committee met on the following dates duringthe period:

Duringthe period under review, forthe purpose of convenience a new committee was constituted
by the Board of Directors at their meeting held on January 07, 2025, the composition of the ‘IPO
Committee'' as on March 31,2025, were as under:

The IPO Committee met on the following dates duringthe period:

BOARD MEMBERSHIP CRITERlA

The ‘NRC’ identifies and recommends to the Board, suitable candidates for the position of
Director, based on the ‘Board Skill Matrix’ identified and approved by the Board. NRC considers
attendance, participation, contribution and involvement of the Director in discharging their
functions and in Company’s strategic matters during the Board/Committee meetings, while
recommending his/her re-appointment.

NRC ensures that the Board of Directors has an optimum composition of Directors with diversity
of thought, knowledge, perspective, age, gender, expertise and skill, which would help the
Company in attainment of its objectives.

The Board has on the recommendation of the NRC, framed a policy, which is available on the
Company’s website, https://www.excelsoftcorp.com/wp-contenVuplQads/2025lQ2ZEQllgy-0.Cb
Nomination-Remuneration.pdf, for the selection, appointment and fixation of remuneration of
the Directors and Senior Management personnels.

During the FY under review, the non-executive Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees and remuneration under
Section 195 of the Companies Act, 2013 and reimbursement of expenses, if any.

Additionally, for appointment or re-appointment of an Independent Director, NRC ensures that
the candidate fulfils the criteria of independence as prescribed under the Act and the SEBI Listing
Regulations, including independence from the management, atthetime of givingtothe Board its
recommendation.

The terms & conditions of appointment of Independent Directors are available on the Company’s
website at:

https://www,exce[softcQrp,cQm/wp--content/up[oads/2025/02/Policy-on-Nt!rninatio.n-
Remuneration,.pdf

INDEPENDENT DIRECTORS

The Board is satisfied and confirms that the following appointed duringthe year, uphold integrity,
expertise and experience including requisite proficiency to be an Independent Director of the
Company, as prescribed under the provisions of the Companies Act, 2013 and its applicable
rules.

MEETING OF INDEPENDENT DIRECTORS

Schedule [V of the Companies Act, 2013 and the Rules thereunder and SEBI Listing Regulations,
2015 mandate that the Independent Directors ofthe Company shall hold at least 1 (One) meeting
in a year, without the attendance of non-independent Directors and members of the
Management. At such meetings, the Independent Directors discuss, among other matters, the
performance of the Company and risks faced by it, the flow of information to the Board,
competition, strategy, Leadership strengths and weaknesses, governance, compliance, Board
movements, human resource matters and performance of the executive members of the Board,
including the Chairman.

The Independent Directors met on the following dates duringthe period:

DECLARATION OF INDEPENDENCE

The Company has received declarations from all Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under the provisions of
Section 149 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The criteria on the basis of which evaluation of Independent Directors was carried out during FY
2024-25, included participation and contribution to the Board’s/Committee’s decision making,
understanding of Company’s business model and industry and maintenance of independence &
disclosure of conflict of interest. During the year under review, in terms of the requirement(s) of
the Act and the SEBI Listing Regulations, annual performance evaluation of the Board, its
Committees, Chairman, other board members including Independent Directors was carried out
effectively.

EVALUATION OF BOARD. COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance
evaluation of its own performance, performance of Directors individually and working of the
Board Committees.

DIRECTORS’ RESPONSIBILITY STATEMENT

In pursuance of Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

1. In the preparation of the annual accounts for the FY 2024-25, the applicable Accounting
Standards had beenfollowed along with properexplanation relatingto materialdepartures.

2. 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 FY and of the Income and
Expenditure of the Company for that period.

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

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

5. The Directors, had laid down internalfinancial controls to be followed by the Company and
ensured that such internal financial controls are adequate and are operating effectively;
and

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL
STATEMENTS

Internal financial controls are an integrated part of the risk management process, addressing
financials and financial reporting risks and your Company has set-up the internal control systems
that are suitable for the Company, which are embedded in the business processes. Also, the
Company has a well-defined delegation of power with authority limits for approving expenses and
making payments. Assurance on the effectiveness of internal financial controls is obtained
through management reviews, self-assessment, continuous monitoring by functional experts
and testing of the internal control systems by the relevant personnel during their analysis and
assessments. Further, these internal control systems are helping the management to detect
error and mistakes while recordingthe transactions, to detect frauds, in ensuringthat Company’s
assets are protected properly and safeguarded against possible misuse or loss. We believe that
these systems provide reasonable assurance that our internal financial controls are designed
effectively and are operating as intended.

Company''s accounts are prepared and maintained fairly, accurately and in accordance with the
accounting and financial reporting standards which rep resent the generally accepted guidelines,
principles, standards, laws and regulations.

Your Company has a well-defined Internal Control Systems & Standards that is/are adequate and
commensurate with the size, complexity and nature of business. Clear roles, responsibilities and
authorities coupled with internal information systems ensure appropriate information flow to
facilitate effective monitoring. We have always believed that transparency, system and controls
are important factors in the success and growth of any organization.

Adequate controls are established to achieve:

1. Effectiveness and efficiency in operations;

2. Optimum utilization of resources;

3. Reliability of financial reporting;

4. Effective monitoring and compliance with applicable laws, rules and regulations.

DISCLOSURE ABOUT AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014

The Company has used accounting software for maintaining its books of account for the financial
year ended March 31,2025, which has a feature of recording audit trail (edit log) facility and the
same has operated throughout the yearfor all relevant transactions recorded in the software.

PUBLIC DEPOSITS

Your Company has not accepted any fixed deposit from the public within the meaning of Sections
2(31) and 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposit)
Rules, 2014, made there under during the current fiscal and, as such, no amount of principal or
interest was outstanding on the date of the Balance Sheet and on the date of this Report.

Likewise, there were no amounts of deposits that remained unpaid or unclaimed as at the end of
the year, and the question of committing default in repayment of deposits or payment of interest
thereon or the non-compliance of Chapter V of the Companies Act, 2013 during the year, did not
arise.

Moreover, there were no deposits which were not in compliance with the requirements of Chapter
V of the Companies Act, 2013.

SIG NI FI CANT AND MATERIAL ORD E RS

There are no significant or material orders passed by the Regulators or Courts orTribunals during
the FY 2024-25.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the FY with related
parties were in the ordinary course of business and on an arm’s length basis.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the
Companies Act, 2013, in the prescribed Form AOC-2, is appended as ANNEXURE B to the
Board’s Report.

The details of the policies approved and adopted by the Board as required under the Act and
Securities and Exchange Board of India (SEBi) regulations are provided in ANNEXURE C
appended to the Board’s report.

CONSERVATION O F ENERGY. TECHNO LOGY ABSORPTION. FOR EIGN EXCHANGEEARNINGS
AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange
earnings and outgo as required under Section 134 (3){m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in ANNEXURE D and is attached
to this report.

RISK MANAGEMENT POLICY

Risk management is the process of identification, assessment and prioritization of risks followed
by coordinated efforts to minimize, monitor and mitigate/controlthe probability and/or impact of
unfortunate events or to maximize the realization of opportunities. Your Company has laid down
a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board
from time to time. These procedures are reviewed to ensure that executive management controls
risk through means of a properly defined framework. The major risks have been identified by the
Company and its mitigation process/measures have been formulated in the areas such as
business, project execution, financial, human, environment and statutory compliance. In the
opinion of the Board, none of the risks identified as on the date of this report threatens the
existence of your Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Inclusive growth and sustainable development are strong pillars of your Company’s responsible
corporate citizenship and are a part of the core values and drivingforce for many of its initiatives.
The Company believes that responsible investments in this regard will generate long term value
for all the stakeholders.

The objective of CSR Policy of your Company is to support the guiding principle of "Together We
Grow". Through the CSR initiatives, your Company strives to provide equitable opportunities for
sustainable growth. Your Company would engage in activities whereby business further
contributes to make a positive and distinguishing impact on the environment, customers,
employees and other stakeholders. The objective of CSR will be achieved through concentrated
and dedicated initiatives encompassingthe identified core areas of Education, Health & Medical
Care, Community at large and Environment.

Your Company is conscious of its duties towards the community and our planet and the coming
years shall witness your Company in several CSR areas.

The Company has made the relevant provisions for CSR activities in the Books of Accounts and
has allocated the money.

The Annual Report on CSR activities is provided as ANNEXURE E appended to this Directors’
Report. The Company is committed to CSR and shall strive to spend the amount as provided in
law.

D1SCLOSURE RELATING TO REMUNERATION OF EMPLOYEES AS REQUIRED UNDER THE
PROVISIONS OF SECTION 197 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014 ARE AS FOLLOWS

A. Employees who were employed throughout the year and were in receipt of remuneration
in aggregate of not less than INR1,02,00,000/- for 12 Months:

B. Employees who were employed for part of the year and were in receipt of remuneration
in aggregate of not less than INR 8_t50,000/-per month.

C. Remuneration received by Managing Director /Whole Time Director from Holding or
Subsidiary Company :

During the year under review, Managing Director /Whole Time Director have not received any
Remuneration or Commission from Subsidiaries of the Company. Further, the Company is not
subsidiary to any other Company.

D. Affirmation that the payment of remuneration is as per the Remuneration Policy of the
Company:

Your Board hereby affirms that the payment of remuneration is as per the Remuneration Policy of
the Company.

HUMAN RESOURCE MANAGEMENT AND DEVELOPMENT (‘HR’)

The Company understands and emphasizes the fact that for the growth of an organization, the
employees are very important resource, as it can achieve the targets only through its human
resource. Your Company does consider the human resources as major asset and provide all the
required facilities to them by educatingthe employees forthe improvement of the knowledge and
train them adequately for the development of the individual talents, skills, knowledge and

experience for the organization growth. Moreover, your Company maintained harmonious
employee relations during the reporting period under review.

Given the knowledge-intensive nature of your Company’s activities, human resources are among
its most critical assets. The Company’s ongoing endeavour has been towards being an employee
friendly organization which in turn will have a positive impact on the employees’ motivation,
morale and thereby their contribution towards the larger goal of the organization to be the “Best
in Class” by increased productivity, improved quality and this will continue to add business value
and enhance customer satisfaction.

To achieve the above various activities, numerous initiatives were taken up keeping in mind the
entire life cycle of an employee starting from recruitment to exit, some of the initiatives
implemented duringthe year under review, were:

Learning & Developmerit:

1. Focused interventions to cater to the developmental needs arising out of structured
performance feedback, the Company took a successful step towards 360° (BFI/Manager
Associate Trainer Customer) approach of collaboration while identifying learning &
developmental needs.

2. Role based Training introduced to ensure inclusivity at all levels & significant increase in 1-
on-1 coaching.

Talent Acquisition:

1. Improvement in recruitment operations effectiveness through better data management and
analytics & up-skilling of Talent Acquisition team’s efficiency in terms of sourcing profiles on
a daily basis, quality of interactions with candidates through constant mentoring and L & D
interventions, effective delegation thereby creates opportunities for higher responsibilities.

2. Efforts to build well rounded professional panellists through “Art of interviewing” sessions /
workshops mandated for all panellists resulting in better evaluations, quality hiring and
brand building.

The efforts have shown some visible outcomes in terms of employee’s participation in the
initiatives & events and overall morale of the employees. It also helps to retain high-calibre talent
across its various lines of business and in all key corporate functions.

EMPLOYEE STOCK OPTION PLAN (ESOP1

The Company currently had implemented two plans, viz. ESOS 2008 (the 2008 Plan) and
EXCELSOFT ESOS 2023 (the 2023 Plan).

Duringtheyear, Company has allotted 3,500 (ThreeThousand Five Hundred ) equity shares of INR
10/- (Indian Rupees Ten Only) each under ESOP scheme 2008 and 41,262 (Forty-One Thousand
Two Hundred and Sixty-Two) equity shares of INR 10/- (Indian Rupees Ten Only) each under
EXCELSOFT ESOS 2023.

The details of the Employee Stock Option Scheme as per Rule 12(9) of the Companies (Share
Capital and Debentures) Rules, 2014 is appended as ANNEXURE F.

STATUTORY AUDITORS

M/s. Ramaswamy Vijayanand., Chartered Accountant(s), with ICA1 Membership No. 202118
issued by the Institute of Chartered Accountants of India, were appointed as Statutory Auditor(s)
of the Company by the Members from the conclusion of 23rd (Twenty-Third) Annual General
Meeting till the conclusion of Annual Genera I Meeting to be held in the year 2028. As the Statutory
Auditors are continuingto occupy the said position, there is no change in the position of Statutory
Auditors and therefore, no agenda has been placed before the shareholders for their approval.

STATIJTORY AUD1TORS’ OBSERVATIONS AND RESPONSE BY THE BOARD

There have been no observations or qualifications of the Statutory Auditors in their Reportto the
shareholders, and hence, there is no occasion to the Board to offertheir responses.

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

SECRETARIAL AUDITORS

Padmavati & Vijayesh Associates LLP, Company Secretaries, (Firm Registration No.:
L2024KR016900) were appointed as Secretarial Auditor of the Company to conduct Secretarial
Auditforthe FY 2024-25 as required under Section 204 of the Companies Act, 2013 and the rules
made thereunder.

SECRETARIAL AUDITORS’ OBSERVATIONS AND RESPONSE BY THE BOARD

The report of the Secretarial Audit Report in annexed in ANNEXURE G - PART I and there have
been observations/ qualifications to which the Board has given responses in the ANNEXURE G -
PART II

INTERNAL AUDITORS

M/s. Madhavan & Co., Chartered Accountants, with Firm Registration No. 001909S issued by the
Institute of Chartered Accountants of India, were appointed as Internal Auditors of the Company,
for the Financial Year by the Board of Directors of the Company on the recommendation of the
AC, at their meetings held on February 05, 2025 & February 05, 2025, respectively.

SECRETARIAL STANDARDS

During the year under review, your Company has duly complied with all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.

DISCLOURE OF MAINTENANCE OF COST RECORDS / APPOINTMbNI Uh (JUS I AUDI lUKb

The Company is not required to maintain cost records as specified by the Central Government
under Section 148(1} of the Companies Act, 2013 and accordingly such records are not made and
maintained. Further, Cost Auditor was also not appointed.

INSTANCES OF FRAUD. IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12} of the
Companies Act, 2013 during the reporting year under review and up to date.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Companies Act, 2013 and applicable Rule, in particular
Section 92(3) of the Act, the annual return in the prescribed format (fitted up to the extent
information is availabte in hand as on the date of adoption of this Board’s Report) has been
uploaded to the Company’s website as required by the statutory provisions, which is available at

https://www. excels of tc or p, c o m/investors/a nnual-re. ports

APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES
2014- RULE 9QFTHE COMPANIES ACT 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and
Administration) Rules 2014, it is essential for the company to designate a responsible individual
for ensuring compliance with statutory obligations.

In this regard, the Board, in its Meeting held on July 29, 2024, appointed the Company Secretary
and Compliance Officer of the Company for the time being in force as the Designated Official..

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND RE DRESS AL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every
individual working in Company’s premises through various interventions and practices, to create
and provide an environment that is free from discrimination and harassment including sexual
harassment. Every individual is expected to treat his/her colleagues with respect and dignity. This
is enshrined in values of our Company.

Your Company has in place, a Prevention of Sexual Harassment (POSH) Policy, in accordance
with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 & Rules made thereunder.

To ensure that any incidence of sexual harassment is dealt with appropriately, sensitively and
expeditiously, the members of the Committee have a procedure laid down to carry out proper
investigations before taking decisions. The Committee also works extensively on ensuring that
training or awareness programs are conducted throughout the year, to create sensitivity towards
ensuring respectable workplace.

Your Company has zero tolerance towards sexual harassment at the workplace. We are pleased
to report that duringthe FY 2024-25, no complaints of sexual harassment were received, nor were

any pending from previous periods and hence, any incidents remaining unresolved for over 90
(Ninety) days does not arise. This continued nil status is not merely a statistic—it is a reflection
of the Company’s ongoing efforts to create a workplace where professionalism thrives, and
respect is non-negotiable.

Your Company also wishes to inform you that we are in compliance with Maternity Benefit Act,
1961.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDERTHE INSOLVENCY AND
BANKRUPTCY CODE. 2016 (IBCI

During the year, no applications were filed against the Company by any financial or operational
creditors.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OFTHE VALUATION DONE ATTHE TIME OF
ONF TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There has been no instance of any one-time settlement with bank and/or financial institutions,
therefore not necessitating this requirement.

QUALITY MANAGEMENT

Quality management is the act of overseeing all activities and tasks needed to maintain a desired
level of excellence. The Company has developed strong quality management ever since its
formation that forms part of the organization’s core competence assertiveness. All levels of your
organization are dedicated and work continually to improve the effectiveness of the quality
control by monitoring, analysing and reviewing performance, quality policy and quality objectives
from time to time.

‘Quality is never an Accident.’ it is always the result of high intention, sincere effort, intelligent
direction and skilful execution.

Your Company is aware of the importance of absolute quality in delivering products and services
to Customers to win their acclamations, loyalty, thereby ultimately leading to Positive Branding.
Sustaining the trend of absolute Quality Management in the Company, it has further strengthened
the existing quality policy, established and made aware to all the personnel connected with
completingthe task with a sense of accuracy, quality and perfection.

Your Directors also believe that skill at all levels of our teams needs to be continuously sharpened
because it is the employees who are responsible for the maintenance and enhancement of the
quality. For this teams are trained through various technical seminars and peer knowledge-share
sessions, besides participation in seminars, they also contribute articles etc.

CODE OF BUSINESS CONDUCT. CORPORATE GOVERNANCE AND ETHICS

We pursue our business objectives with integrity and in strict compliance with the law. This is the
right thing to do, and it makes good business sense. By acting with integrity, we earn the trust of
our customers, shareholders, co-workers, regulators, suppliers and the communities in which
we live and work - those whose trust we need in order to be successful.

For your Company, Corporate governance is a multi-faceted subject. This advocates to your
Company the important task of adopting accountability with the fiduciary duty of implementing
the policies and mechanisms that are required to ensure good behaviour and protect
shareholders. One more important factor for drawing the attention of the management is the
economic efficiency which helps your Company to optimize economic results, with strong
emphasis on shareholders welfare.

With a view to develop a good corporate governance practice within your Company, your
management utilizes the services of external experts to conduct auditing, due diligence and
training.

Thus, your Company has implemented the corporate governance policy suitable for its size and
operations and ensures that it complies with all the qualities enumerated above and high
standard of corporate governance is always maintained.

Your Company considers in adopting best practices of corporate governance to ensure corporate
success and economic growth and has also implemented several best practices as prevalent
globally. Corporate governance principles are enshrined in the spirit of the Company. The
corporate governance structure plays a pivotal role in realizing the long-term goal of a company.
The entire corporate governance structure is actively supervised by the Board of Directors, who
oversee management activities and ensure their effectiveness in delivering value. It provides the
fundamental systems, processes and principles that promote objective decision making,
performance-based management and a corporate culture that is characterized by integrity and
fairness in all dealings.

Code of Conduct and Ethics followed by the Company reflects the values and principles that the
Management advocates. Considering establishing an ethical and evidence-based system, your
Company has adopted professionally sound, transparent and accountable business practices.
The conduct standards are given due consideration in developing corporate strategies and
business plans and further, they are also aligned with the risk management structures. During
thefinancialyear under review, your Board strived to achieve the objectives through adoption and
monitoring of corporate strategies, Company plans, major risks of the entity and ensuring that
your Company’s policies and procedures satisfy its legal and ethical responsibilities.

MATERIAL ADVERSE EVENTS

The Directors assert that, to the best of their knowledge and belief, there are no undisclosed
circumstances that would render the financial statements misleading. They remain committed
to upholding the highest standards of financial reporting and transparency, ensuring that all
material information has been fully and fairly disclosed in this report and the financial
statements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

The Company has filed the Draft Red Herring Prospectus dated February 28, 2025 {"DRHP”) and
addendum (” Addendum to the DRHP”) on May 30, 2025, in relation to the initial public offer of
the equity shares of the Company.

After the closure of the Financial Year 2024-25 and as on the date of this report, ''Freedom to Learn
Limited’, ceased to be subsidiary.

NUMBER OF COMPLAINTS RELATING TO CHILD LABOUR, FORCED LABOUR, INVOLUNTARY
LABOUR

No cases of child labour, forced labour, involuntary labour and discriminatory employment were
reported in the last FY. Additionally, there have been no incidents of employment discrimination
based on any legally protected characteristics. We are committed to maintaining a workplace
free from exploitation and discrimination, ensuring compliance with all applicable Labour Laws
and regulations. Regular audits and monitoring processes are in place to uphold these standards,
and to date, no violations have been identified. Our dedication to ethical employment practices
remains steadfast and uncompromised.

CLAUSES UNDER WHICH NO DISCLOSURE OR REPORTING IS APPLICABLE TO THE
COMPANY

The Board of Directors of the Company state that no disclosure or reporting is available in respect
of the following clauses for the period under review and till the date of this Report:

* Issuance of Shares for consideration other than cash

. issuance of Equity shares with differential voting right as per sub rule 4 of rule 4 of the
Companies (Share Capital and Debentures) Rules, 2014 Section 43 of the Companies Act,
2013

¦ Issue of Sweat Equity Shares as specified in Section 54 of the Companies Act, 2013 read with
Rule 8 of the Companies (Share Capital & Debentures) Rules, 2014

¦ Issuance of Warrants

¦ Issuance of Debentures, Bonds or Non-Convertible Securities

¦ The shares of the Company are not held in trust and therefore, provisions pertaining to
employees not exercising voting rights directly in respect of shares to which the scheme
relates but are exercised by the Trust, as provided in Proviso to Section 67(3) of the Companies
Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 are
not applicable to your Company.

¦ Buy-back of Shares

¦ Credit rating of securities of the Company
DISCLAIMER

As on the date of this Report, your Directors are not aware of any circumstances not otherwise
dealt with in this Report or in the financial statements of the Company, which would render any
amount stated in the Accounts of the Company misleading.

In the opinion of the Directors, no item, transaction or event of a material and unusual nature has
arisen in the interval between the end of the financial year and the date of this report, which would
affect substantially the results, or the operations of the Company for the financial year in respect
of which this report is made.

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors are immensely thankful and are expressing their heartfelt appreciation to:

• employees at all levels for their hard work, dedication solidarity, co-operation and
commitment. The enthusiasm and unstinting efforts of the employees have enabled the
Company to remain as a committed organization striving towards its success.

• the partners and others associated with the Company.

• Shareholders, Clients, Vendors, Banks, auditors, other service providers, Government and
Regulatory Authorities for their support.

For and on behalf of the Board of Directors of
EXCELSOFTTECHNOLOGIES LIMITED

(Formerly known as Excelsoft Technologies Private Limited)

Date: June 11,2025 DHANANJAYA SUDHANVA SHRUTHI SUDHANVA

Place: Mysore Chairman and Managing Director Whole Time Director

(DIN:00423641) (DIN:06426159)

Address: No.4, Sukanya, Near Netaji Circle, Address: No.4, Sukanya, Near Netaji Circle,
Dattagalli, 3rd Stage, Mysore-570023 Dattagalli, 3rd Stage, Mysore-570023

Your Directors are pleased to present the 24^th Annual Report on the business and operations
of the Company together with the Audited Statement of Accounts of EXCELSOFT
TECHNOLOGIES PRIVATE LIMITED & its subsidiaries for the financial year ended March
31, 2024, along with material changes and commitments, if any, affecting the financial position
of the Company, which have occurred between the financial year of the Company to which
the Balance Sheet relates and the Date of this Report.

Financial Results & related compliances:

The financial statements of the Company have been prepared in conformity with Indian
Accounting Standards prescribed under Section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended (Ind AS) and other accounting
principles generally accepted in India. Management evaluates all recently issued or revised
accounting standards on an ongoing basis. The Company has four subsidiary companies
incorporated outside India, all of which are wholly-owned subsidiaries. The Company discloses
stand-alone audited financial results annual basis.

Fiscal performance:

Key aspects of your Company''s financial performance for the fiscal 2023-24 are tabulated
below: (in lakhs)

Note: Previous year figures have been regrouped wherever necessary.

Performance Overview:

During the reporting financial year, your
Directors inform that there was a slight
decrease in overall Turnover and the
Company is able to maintain a healthy
growth.

Your Directors are confident in achieving
higher revenue and profits in the coming
years too, as the opportunities are huge
and your Company is capable of exploring
the same productively.

SHARE CAPITAL:

Issued and Paid-up Share Capital.

The paid-up Share Capital of the Company,
as on March 31, 2024, is Rs. 1,59,59,620/-
divided into 15,95,962 equity shares of Rs.
10/- each while the paid-up share capital as
on March 31, 2023 was Rs. 1,59,36,420/-
divided into 15,93,642 equity shares of Rs.
10/- each.

Dematerialization of Shares is provided to
the shareholders.

The shares of the Company are under
dematerialization ("Demat") category and
are available for demat on National
Securities Depository Limited (NSDL) and
Central Depository Limited (CDSL) in India.
The International Securities Identification
Number (ISIN) allotted to the Company''s
shares is INE606N01019. Of the entire paid
up shares 15,87,599 shares, 99.47% are in
demineralized form as at March 31, 2024.

LIQUIDITY AND CASH EQUIVALENTS:

Your Company has a loan of Rs. 7672.48
lakhs for the year ended 2024. The
Company has been conservative in its
investment policy over the years,
maintaining a reasonably high level of cash
and cash equivalents which enable the
Company to completely eliminate short and
medium term liquidity risks. The goal of
cash management at Excel soft is to:

a. Use cash to provide sufficient working
capital to manage business operations of
the Company to be able to add value to all
our stakeholders and continuously enhance
the same.

b. Maintain sufficient cash as reserves that
will aid the Company in capturing
meaningful business opportunities,
including acquisitions.

c. Invest surplus funds in low-risk bank
deposits, debt schemes of mutual fund and
secured bonds.

TRANSFER TO RESERVES

For the financial year ended 31st March,
2024, the Company had not transferred
any sum to Reserves. Therefore, your
Company proposes to transfer the entire
amount of profit to Profit and Loss Account
of the Company.

PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and
Investments covered under the provisions
of Section 186 of the Companies Act, 2013
form part of the notes to the Financial
Statements provided in this Annual Report.

Dividend:

To strengthen the long-term prospects and
ensuring sustainable increase in revenue, it
is important for your Company to evaluate
various opportunities in which your
Company operates. Keeping in mind
expansion activities, conservation of funds
is of vital importance. Your Directors do not
recommend any dividend for the year
ended 31st March, 2024.

TRANSFER OF UNCLAIMED DIVIDEND
TO INVESTOR EDUCATION AND
PROTECTION FUND

The provisions of Section 125(2) of the
Companies Act, 2013 do not apply as there
was no unclaimed dividend from earlier
years, which is more than 7 years.
Therefore, during the year under review,
transfer of unclaimed dividend to Investor
Education & Protection Fund shall not arise.

Fixed Deposits:

Your Company has neither invited not
accepted any fixed deposit from the public
within the meaning of Chapter V of the
Companies Act, 2013 made there under
and, as such, no amount of principal or
interest was outstanding on the date of the
Balance Sheet and also on the date of this
Report.

MATERIAL CHANGES AND
COMMITMENTS AFFECTING

FINANCIAL POSITION OF THE
COMPANY BETWEEN THE END OF
FINANCIAL YEAR 2018 AND DATE OF
THIS REPORT

There have been no material changes and
commitments affecting the financial
position of the Company between the end
of the financial year and the date of the
report.

CHANGE IN THE NATURE OF
BUSINESS

Your Directors are optimistic about
Company''s business and hopeful of better
performance with increased revenue in
next year. There has been no change in the
nature of business of the Company.

REVIEW OF BUSINESS & OUTLOOK

Business Development

Both new customer acquisitions and new
partnerships were part of our business
development activity in the year 2023-24.
New customer accounts have been added
from different geographical markets.
Significant wins are from the North
America, Mexico, India, Malaysia and
Australian markets.

Efficient mining has ensured increase in the
revenues from big ticket customers in
North America, United Kingdom, India and
Middle East markets.

Our relationship with Key customers has
strengthened further. In various
market(s), we have extended our work
with Educational Publisher customers to
newer areas such as Big Data and
Analytics. New customers have been
added in the Asia Pacific markets as well.

We entered into new strategic partnerships
with companies in the USA, Vietnam and
Philippines.

R&D and Product Development
Initiatives

In the year 2023-24, we have continued to
invest in the enhancements of our products
with innovative features and functionality.
We constantly put in efforts to innovate
and continuously demonstrate thought
leadership in the domain of technology
education and learning.

Our efforts continued in building the K12
Education Solutions - curriculum solutions,
projects and beyond the curriculum
learning event.

SUBSIDIARY COMPANIES

Your Company has four wholly owned
subsidiaries across the globe.

The following table provides a list of all
these subsidiaries as on March 31, 2024:

There has been no material change in the
nature of the business of the subsidiaries.

A statement containing the salient features
of the financial statement of our
subsidiaries in the prescribed form AOC 1
is provided as ANNEXURE A to this
Directors'' Report. The statement also
provides the details of performance,
financial position of each of the
subsidiaries.

QUALITY MANAGEMENT:

Quality is never an Accident. It is always
the result of High Intension, Sincere Effort,
Intelligent Direction and Skilful Execution.
Your Company is aware of the importance
of absolute quality in delivering products
and services to Customers to win their
acclamations, loyalty, and ultimately
leading to a Positive Branding. Keeping the
trend of absolute Quality Management in
Company, it has further strengthened the
quality policy already established and made
aware to all the personnel connected with
completing the task with a sense of
accuracy, quality and perfection.

Your directors also believe that skill at all
levels of our teams needs to be
continuously sharpened because it is the
employees who are responsible for the
maintenance and enhancement of the
quality. For this teams are trained through
various technical seminars and peer
knowledge-share sessions, besides
participation in seminars, contributing
articles etc.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED
PARTIES

All contracts / arrangements / transactions
entered by the Company during the
financial year with related parties were in
the ordinary course of business and on an
arm''s length basis.

Particulars of contracts or arrangements
with related parties referred to in Section
188(1) of the Companies Act, 2013, in the
prescribed Form AOC-2, is appended as
ANNEXURE B to the Board''s Report.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197
(12) of the Companies Act, 2013 read with
Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a
statement showing the names and other
particulars of the employees drawing
remuneration in excess of the limits set out
in the said rules are provided in the Annual
Report.

Disclosures pertaining to remuneration and
other details as required under 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 a
statement containing the names of every
employee employed throughout the
financial year and in receipt of
remuneration of INR 60 lakh or more, or
employed for part of the year and in receipt

of remuneration of INR 5 lakh or more a
month, under Rule 5(2) of the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is
appended as ANNEXURE C to the Board''s
report.

Further, the details of employees posted
outside India can be made available on
request.

HUMAN RESOURCE MANAGEMENT

Given the knowledge-intensive nature of
your Company''s activities, human
resources are among its most critical
assets. Company''s ongoing endeavour has
been towards being an employee friendly
organization which in turn will have a
positive impact on the employee''s
motivation, morale and there by their
contribution towards the larger goal of the
organization to be the " Best in Class" by
increased productivity, improved quality
and continue to add business value and
enhanced customer satisfaction. In order
to achieve the above various activities and
various initiatives were taken up keeping in
mind the entire life cycle of an employee
starting from recruitment to exit, some of
the initiatives implemented during the year
under review, were;

Learning & Development:

a. Focused interventions to cater to the
developmental needs arising out of
structured performance feedback, took
a successful step towards 360°
(BH/Manager Associate Trainer
Customer) approach of collaboration
while identifying learning &
developmental needs.

b. Role based Training introduced to
ensure inclusively at all levels &
significant increase in 1-on-1 coaching.

Talent Acquisition:

a. Improvement in recruitment operations
effectiveness through better data
management and analytics & Up-
skilling of Talent Acquisition team''s
efficiency in terms of sourcing profiles
on a daily basis, quality of interactions
with candidates through constant
mentoring and L & D interventions,
effective delegation thereby creating
opportunities for higher responsibilities.

b. Efforts to build well rounded
professional panellists through "Art of
interviewing" sessions / workshops
mandated for all panellists resulting in
better evaluations, quality hiring and
brand building.

The efforts have shown some visible
outcomes in terms of employee''s
participation in the initiatives & events and
overall morale of the employees. As also
lead to retain high-calibre talent across its
various lines of business and in all key
corporate functions.

INTERNAL CONTROL - SYSTEMS &
PROCEDURES:

Your Company prepares and maintains its
accounts fairly and accurately and in
accordance with the accounting and
financial reporting standards which
represent the generally accepted
guidelines, principles, standards, laws and
regulations.

The Company has a well-defined Internal
Control Systems & Standards that is/are
adequate and commensurate with the size,
complexity and nature of business. Clear
roles, responsibilities and authorities
coupled with internal information systems
ensure appropriate information flow to
facilitate effective monitoring. We have
always believed that transparency, system
and controls are important factors in the
success and growth of any organization.

Adequate controls are established to
achieve:

^ effectiveness and efficiency in
operations;

^ optimum utilization of resources;

^ reliability of financial reporting; and
^ effective monitoring and compliance
with applicable laws, rules and
regulations.

CODE OF BUSINESS CONDUCT &
ETHICS - CORPORATE GOVERNANCE:

We pursue our business objectives with
integrity and in strict compliance with the
law. This is the right thing to do and it
makes good business sense. By acting with
integrity, we earn the trust of our
customers, shareholders, co-workers,
regulators, suppliers and the communities
in which we live and work - those whose
trust we need to be successful.

For your Company, the Corporate
governance is a multi-faceted subject. It
advocates your Company the important
task of adopting accountability with the
fiduciary duty of implementing the policies,
mechanisms that are required to ensure
good behaviour and protect shareholders.
One more important factor for drawing the
attention of the management is the
economic efficiency which helps your
Company to optimize economic results,
with strong emphasis on shareholders
welfare.

With a view to develop a good corporate
governance practices within your
Company, your management utilizes the
services of external experts to conduct
auditing, due diligence and training.

Thus, your Company has implemented the
corporate governance policy suitable for its
size and operations, and ensures that it
complies with all the qualities enumerated
above and high standard of corporate
governance is always maintained.

MEETINGS OF THE BOARD OF
DIRECTORS

The Board were duly met 13 times in the
FY 2023-24.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL(KMP)

a. Re-appointment

Mrs. Shruthi Sudhanva who was appointed
as Additional Director in Board Meeting
dated 23-October-2023 and was
reappointed as Director in the Extra¬
Ordinary General Meeting dated 07-March-
2024.

b. Appointment

During the year under review, the
constitution of the Board changed.
Mrs. Shruthi Sudhanva (DIN:06426159)
was appointed as Additional Director on
23^rd October, 2024 and regularized as
Director in the Extra- Ordinary General
Meeting dated 7^th March, 2024. Due to
demise of Late. Prof. M H Dhananjaya,
company is required to appoint new
Chairman and Mr. Sudhanva Dhananjaya
was appointed as Chairman of the
company at Board Meeting dated 01-
February-2024.

c. Resignation/ Cessation

There is a Cessation of Directorship of Late
Prof. M.H. Dhananjaya due to his demise
on 8th January 2024. Time reminiscing the
invaluable contributions and achievements,
of Late Prof M. H. Dhananjaya as a
Chairman of the company and a valued
member of the board.

COMMITTEES OF BOARD
Disclosure of composition of audit
committee and providing vigil
mechanism

The provisions of Section 177 of the
Companies Act, 2013 read with Rule 6 of
the Companies (Meetings of the Board and
its Powers) Rules, 2013, pertaining to Audit
Committee is not applicable to the
Company.

Vigil Mechanism under section 177(8)
& (9) of the Companies Act, 2013 is
applicable to the Company.

The Company has adopted a whistle blower
policy and has established necessary vigil
mechanism as defined under section 177 of
the Companies Act, 2013 for stakeholders
including directors and employees to report
their concerns about unethical behaviour,
actual or suspected fraud or violation of the
Company''s code of conduct or ethical
policy. The policy provides for adequate
safeguards against victimization of
employees who avail of the mechanism.

Company''s policy on Directors''
appointment, remuneration and
discharge of their duties

The provisions of Section 178(1) of the
Companies Act, 2013 read with Rule 6 of
the Companies (Meetings of Board and its
Powers) Rules, 2014 relating to
constitution of Nomination and
Remuneration Committee are not
applicable to the Company.

Corporate Social Responsibility [CSR]
Committee

In accordance with requirements of The
Companies Act 2013, the Company has a
Corporate Social Responsibility Committee
chaired by Mr. Sudhanva Dhananjaya,
(Chairman of the Committee), Ms. Lajwanti
Sudhanva and Mr. Prashanth H M are the
other members. The Committee as
examined framed and recommended a CSR
Policy to the Board for adoption and
instituted a transparent monitoring
mechanism for ensuring implementation of
the projects / activities to be undertaken by
the Company.

DISCLOSURE AS REQUIRED UNDER
SECTION 22 OF SEXUAL
HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT,
2013

Our Company provides equal opportunities
and is committed to creating a healthy
working environment that enables our
Employees to work with equality and
without fear of discrimination, prejudice,
gender bias or any form of harassment at
workplace. Our Company has in place a
Prevention of Sexual Harassment (POSH)
policy in accordance with the requirements
of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and
Redressal) Act, 2013. During the period,
the Company has not received any
complaints and hence no outstanding
complaints exists during the end of the FY
23-24.

RISK MANAGEMENT POLICY

The Company does not have any Risk
Management Policy as the elements of risk
threatening the Company''s existence are
very minimal.

DECLARATION BY INDEPENDENT
DIRECTORS

The provisions of Section 149 for
appointment of Independent Directors do
not apply to the company. Hence
declaration by Independent Directors does
not arise.

ADDITIONAL INFORMATION TO
SHAREHOLDERS

During the year under review for Mar 2024,
the Company has undertaken following
transactions:

AUDITORS:

Statutory Auditors

Statutory Auditors of the Company, M/s.
Ramaswamy Vijayanand., Chartered
Accountants, were appointed in the 23^rd
Annual General Meeting to hold the office
from the conclusion of 23^rd Annual General
Meeting till the conclusion of Annual
General Meeting to be held in the year
2028.

Secretarial Auditor

As per provisions of Section 204 of the
Companies Act, 2013 read with Rule 9 (c)
of the Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014 and per the latest audited
financial statements, the Company has
outstanding loans or borrowings from
banks exceeding one hundred crore
rupees. Hence the appointment of
Secretarial Auditor is applicable to 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 Board of Directors of the
Company had appointed Mr. VD and
Associates, Secretary in Practice Bangalore
to undertake the Secretarial Audit of the
Company for the financial year 2023-24.

The Secretarial Auditor has provided their
Secretarial Audit Report in MR-3 and the
same is annexed to the report as
ANNEXURE D.

EXPLANATION OR COMMENTS ON
QUALIFICATIONS, RESERVATIONS
OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE
AUDITORS AND THE PRACTICING
COMPANY SECRETARY IN THEIR
REPORTS

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

SIGNIFICANT AND MATERIAL
ORDERS

There are no significant or material orders
passed by the Regulators or Courts or
Tribunals during the FY 2023-24.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of
the Companies Act, 2013, read with Rule
12 of the Companies (Management and
Administration) Rules, 2014, an extract of
Annual Return of the Company, in the
prescribed Form MGT-9, is appended as
ANNEXURE E to the Boards'' Report.

DISCLAIMER:

As on the date of this Report, your
Directors are not aware of any
circumstances not otherwise dealt with in
this Report or in the financial statements of
the Company, which would render any
amount stated in the Accounts of the
Company misleading.

In the opinion of the Directors, no item,
transaction or event of a material and
unusual nature has arisen in the interval
between the end of the financial year and
the date of this report, which would affect
substantially the results, or the operations
of the Company for the financial year in
respect of which this report is made.

CORPORATE SOCIAL

RESPONSIBILITY (CSR)

Inclusive growth and sustainable
development are strong pillars of your
Company''s responsible corporate
citizenship and are a part of the core values

and driving force for many of its initiatives.
The Company believes that responsible
investments in this regard will generate
long term value for all the stakeholders.

The objective of CSR Policy of your
Company is to support the guiding principle
of "Together We Grow". Through the CSR
initiatives, your Company strives to provide
equitable opportunities for sustainable
growth. Your Company would engage in
activities whereby business further
contributes to make a positive and
distinguishing impact on the environment,
customers, employees and other
stakeholders. The objective of CSR will be
achieved through concentrated and
dedicated initiatives encompassing the
identified core areas of Education, Health &
Medical Care, Community at large and
Environment.

Your Company is conscious of its duties
towards the community and our planet and
the coming years shall witness your
Company in several CSR areas.

The Company has made the relevant
provisions for CSR activities in the Books of
Accounts and has allocated the money.

The Annual Report on CSR activities is
provided as ANNEXURE F to this
Directors'' Report. The Company is
committed to CSR and shall strive to spend
the amount as provided in law.

EMPLOYEE STOCK OPTION PLAN
(ESOP)

Details of ESOP as per the provisions of
Companies Act, 2013 and Rules made
thereunder form part of the notes to the
Financial Statements provided in this
Annual Report.

During the year under the review Board of
the Directors of the company proposed to
consider and approve Employee Stock
Option Scheme 2023 to be offered to
employees of the company the company.
The shareholders in their meeting held on
19-April-2023, approved the ESOS 2023
scheme.

Share allotted under ESOP 2008 scheme at
Rs. 2572.46/Share were repriced to
Ra.50/share to make them significantly
more attractive and to align the exercise
price with the options granted under the
new ESOP 2023. This change is intended to
enhance the value of your options,
ensuring they remain a strong incentive
and benefit for your continued
contributions to the company.

The Company has allotted 2320 shares of
shares vested and exercised under ESOP
scheme 2008, in Financial Year 2023-24.

DIRECTOR''S RESPONSIBILITY

STATEMENT

Pursuant to as per Sec 134 (5) of the
Companies Act, 2013, the Directors confirm
that:

a. in the preparation of the annual

accounts for the financial year
ended March 31, 2024, the

applicable accounting standards
had been followed along with
proper explanation relating to
material departures;

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 and loss of the Company for
that period;

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 on a going concern
basis;

e. the Directors, had 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 had devised proper
systems to ensure compliance with;

g. the provisions of all applicable laws
and that such systems were
adequate and operating effectively.

CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNINGS AND
OUTGO

The information pertaining to conservation
of energy, technology absorption, Foreign
exchange Earnings and outgo as required
under Section 134 (3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is
furnished in ANNEXURE G and is attached
to this report.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the co-operation and assistance
received from the Government authorities, the financial institutions, banks, vendors,
customers and shareholders. In specific, the Board would like to put on record its sincere
appreciation of the commitment and contribution made by all employees of the Company.

for and on behalf of the Board of Directors of
Excelsoft Technologies Private Limited

SUDHANVA DHANANJAYA SHRUTHI SUDHANVA

Chairman & Managing Director Director

DIN: 00423641 DIN: 06426159

Mysore, 29^th-July -2024
CIN: U72900KA2000PTC027256

Registered Office:

1-B, Hootagalli Industrial Area,

Mysore - 570018, INDIA
T: 91-821-4282000, F: 91-821-4282208