డైరెక్టర్ల నివేదిక Netripples Software Ltd.

Mar 31, 2025

Your Directors have great pleasure in presenting their Annual Report together with the Audited Financial Statements ot the Company for the financial year ended 31st March, 2025.

1. Financial Highlights and Strength

1.1. During the year under review, the Company has maintained its stature as a Zero-Debt Company, standing strong on a foundation of prudent fiscal discipline and resource optimization.

1.2. The Company’s Reserves and Surplus have crossed ?3 Crores, reflecting consistent conservation of financial resources and a strong capacity to fund expansion and growth.

1.3. This resilient financial position provides a safeguard against market volatility and supports the Company''s aspirations of sustaining and expanding its operations in diversified business segments.

2. Performance and Operations

2.1. The financial year witnessed significant challenges arising from the onslaught of Artificial Intelligence (Al) products and services disrupting traditional business models. Nevertheless, the Company has shown sustained business continuity by adapting to this evolving environment.

2.2. One of the hallmarks of the Company''s operational strategy has been the preservation of cordial and long-term client relationships, which has ensured recurring business and goodwill.

2.3. The Company continues to focus on balancing traditional revenue streams with innovative explorations into new technology-enabled service areas.

3. Major Developments During the Year

3.1. Exploration of New Business Opportunities - The Company has actively engaged in evaluating emerging opportunities across technology-driven verticals.

3.2. Expansion of Network Reach - Strengthening alliances and expanding operational presence across broader geographies and platforms.

3.3. Sustaining E-Commerce in Healthcare - The Company is proud to have become one of the first in the industry to establish itself as a healthcare packaged product provider for the SME segment. Today, the Company sustains an active e-commerce portfolio of more than 75 products, downloadable solutions, online services, and maintenance offerings. This initiative represents not only a diversification of revenue streams but also a pioneering achievement in making healthcare technology accessible and affordable for small and medium enterprises.

4. Outlook for the Coming Year

4.1. The foremost strategic priority is the revocation of the temporary suspension in trading by BSE.

4.2. Your Company has already taken corrective measures to ensure timely submission of quarterly and annual results in the revised SEBI formats, thereby aligning fully with evolving compliance standards.

4.3. The future focus remains on consolidating current strengths, leveraging Al advancements, and sustaining the momentum of healthcare e-commerce operations, ensuring scalability, product innovation, and customer retention.

5. Corporate Governance and Compliance

5.1. The Board reaffirms its commitment to the highest standards of transparency, accountability, and integrity in governance.

5.2. The Company has meticulously complied with requirements under the Companies Act, 2013, the rules made thereunder, SEBI (LODR) Regulations, and guidelines issued by BSE.

5.3. Constructive cooperation with BSE listing and compliance teams has ensured the timely rectification of disclosures and filings, thereby reinforcing the Company’s compliance culture.

5.4. The Board also recognizes the valuable oversight of statutory auditors and regulators, which has strengthened internal controls and enhanced governance practices.

6. Secretarial Audit

6.1. Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made thereunder, the Company has appointed a qualified Practicing Company Secretary to conduct the Secretarial Audit of the Company.

6.2. The Secretarial Audit Report for the financial year ended 31st March, 2025, is submitted in Exchange and available publicly.

6.3. There has been no adverse observations in the Secretarial Audit Report, however the Board, and necessary corrective have noted the suggestions if any, measures are being undertaken to ensure continuous improvement in compliance practices.

7. Acknowledgements

Your Directors wish to place on record their sincere appreciation to:

7.1. The Board of Directors - for their wisdom, guidance, and stewardship in navigating the Company through a transformative year.

7.2. Auditors - for their valuable insights, independent opinion, and contribution to financial transparency.

7.3. Employees - for their dedication, innovation, and resilience, which form the bedrock of the Company''s progress.

7.4. Registrars, Depositories, and Statutory Bodies - for their professional support and cooperation.

7.5. GST and Regulatory Authorities - for their constructive engagement and timely guidance.

7.6. BSE Compliance and Listing Teams - for their constant support, corrections, and guidance in enabling the Company to align with changing SEBI reporting formats.

7.7. Shareholders, Stakeholders, and Clients - whose trust, confidence, and long-term partnerships remain the most valuable assets of the Company.

8. Conclusion

8.1. The Board remains confident that Netripples Software Limited is well-positioned to achieve sustainable growth by blending financial conservatism with innovative foresight

8.2. With the strong reserve base, debt-free status, and its pioneering position in healthcare e-commerce packaged products for SMEs, the Company is poised to create enduring stakeholder value.

8.3. Your Directors reiterate their commitment to continuing the journey with humility, responsibility, and determination to deliver excellence.

---

Mar 31, 2024

Your Directors are pleased to present the 31st Annual Report on the business and operations of your
company, along with the audited financial accounts for the year ended March 31,2024.

Operational Overview

This year has been eventful, marked by our commitment to sustaining operations. We implemented
austerity measures tliroughout the company to reduce operational costs, including cuts in marketing
expenses and travel. Despite facing significant challenges globally, we managed to maintain our
business activities. We are proud to report a gross turnover exceeding INR 3,93,35,860, achieving
modest profits while preserving reserves and surplus of INR 3,07,79,254.

Wc would like to extend our sincere gr atitude to the Board of Directors, our dedicated employees, our
bankers, STPI, stock exchanges, SEBI, registrars, and other government agencies for their invaluable
support throughout the year.

Future Outlook

Looking ahead, yoiu company will continue to explore opportunities in new markets. Domestically, we
are in discussions with local players for networking and global partnerships, including potential
technology collaborations. We are optimistic that these negotiations will yield positive results soon.

Directors'' Responsibility⁷ Statement

In accordance with the Accounting Standards prescribed under Section 133 of the Companies Act,
2013, the Directors of your company hereby present the following responsibility statement regarding
die annual accoimts and accoimting practices:

i. Hie applicable accounting standards have been followed in the preparation of the annual accoimts,
along with appropriate explanations for any material deviations.

ii The Directors have consistently applied accounting policies and made reasonable and prudent
judgments and estimates to provide a tine and fair view of the company''s financial position as of March
31,2024, and its profit and loss for the fiscal year.

iii. The Directors have taken adequate measures to maintain proper accounting records in accordance
with the Act, ensuring the safeguarding of the company''s assets and the prevention and detection of
fraud and irregularities.

iv. The Directors have prepared the annual accoimts on a going concern basis.

Thank you for your continued support.

Management Discussions and Analysis

Pursuant to tire provisions of clause 49 of tire listing agreement, a report on management discussion and
analysis is set in the annexure as addition to this report.

Constitution of committees:

It is brought to tire notice of the members that tire provisions of clause 49 of tire listing agreement became
applicable to the company by the end of March 2024. As required by the said clause your company has
constituted two committees.

1. Shareholders/Investors Grievance Committee comprising of Mr.

a. Sameer Sohrab

Non-Executive Independent Director,

b. Sajid Salman

Chairman, Executive Director, Member.

c. Jameela Afreen.

Non-Executive Director, Member.

2. Audit Committee comprising of

a. Jameela Afreen
Non-Executive Director, Member.

b. Sajid Salman.

Non-Executive Director, Member.

c. Sameer Sohrab

Non-Executive Independent Director
Auditors:

M/s. BGS AND ASSOCIATES, Hyderabad, the auditors of the company retire at the conclusion of the
ensuring Annual General Meeting and being eligible, offer themselves for reappointment.

Particulars of Employees:

No employee of tire company is in receipt of remuneration of 12 lakhs per annum no employee is in
receipt of remuneration of Rs 1,00,000 /- per month for any part of the financial year the particulars of
which require to be disclosed pursuant to section 217(2A) of the companies Act, 1956 and the companies
(particulars of Employees), Rules 1975 as amended.

Listing: Your Company''s shares are presently traded in Bombay Stock Exchange.

Conservation of Energy, Technology Absorption, exports and foreign exchange earnings and outings in
accordance with the Companies (Disclosure of particulars in report of Board of Directors) Rules 1988 is
set out in this report.

Corporate Governance:

Your Company is committed to achieve the best standards of corporate governance. Pursuant to the
provisions of Clause 49 of the Listing Agreement, a report on the Corporate Governance is featuring as
part of Annual Report. A Certificate obtained from the statutory auditors on the compliance of
Corporate Governance is annexed to this report.

Secretarial Compliance Report

As a reflection of your Company''s commitment to transparency The Board is pleased to enclose the
Secretarial Report for the financial year 2022-23 as part of the Director''s Report.

Acknowledgements:

The Board wishes to express its deep sense of gratitude to the company''s Bankers. The Board of Directors
also thanks all the shareholders who have put their trust in the company.

The Board of Directors would like to place on record their appreciation to all the employees for their
cooperation and valuable contribution.

Place: Hyderabad Sd/-

Date: 5^tt> Sept.2024 MAZHAR PASHA

CHAIRMAN

---

Mar 31, 2023

Your Directors have the pleasure in presenting the 30th Annual Report on the business and operations of your company with audited accounts for the year ended 31^st March 2023

Sustained Operations:

Your directors are pleased to present this year operation results, At the outset, it was an eventful year with sustaining the operations, with austerity measures initiated across the Company towards reducing the cost of operations, marketing, reduced expenditure on Travelling and as well Marketing and Business Development efforts. We sustained business irrespective of very bad two covid health related issues across the world and we could manage to sustain and meet our business to the extent possible with this year gross turnover crossing INR 4,79,71,854 /- mark and with bare minimum profits although our reserves and surplus of 3 crores plus.

At the outset we would like to thank all the board of directors, the Employees, The Bankers, STPI, Stock Exchanges, SEBI, Registrars and other Govt agencies arid authorities for their valuable support during the year.

Further Outlook:

Your company will continue to explore the possibilities of entering into new markets. At the domestic front your company has been approached with domestic players for networking and global tie-ups including the Global technology partnership and the negotiations are on for tie-up and hopeful to be fruitful soon.

Directors Responsibility Statement

In pursuant Accounting Standards prescribed under Section 133 of the Companies Act, 2013, the directors of your company hereby furnish the following responsibility statement with regard to annual accounts, accounting policies, maintenance of adequate accounting records etc.,

i. That in preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any there from;

ii. That the Directors have selected such accounting policies and applied them constantly and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the company at the end of the financial year ended 31^st March 2023 and of the profit and loss of the company for that period;

iii. That the directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. That the directors have prepared the annual accounts on a going concern basis;

Management Discussions and Analysis

Pursuant to the provisions of clause 49 of the listing agreement, a report on management discussion and analysis is set in the annexe re as addition to this report.

Constitution of committees:

It is brought to the notice of the members that the provisions of clause 49 of the listing agreement became applicable to the company by the end of March 2023. As required by the said clause your company has constituted two committees.

1. Shareholders/Investors Grievance Committee comprising of Mr.

a. Sameer Sohrab

Non-Executive Independent Director,

b. Sajid Salman

Chairman, Executive Director, Member.

c. Jameela Afreen.

Non-Executive Director, Member.

2. Audit Committee comprising of

a. Jameela Afreen Non-Executive Director, Member.

b. Sajid Salman.

Non-Executive Director, Member.

c. Sameer Sohrab

Non-Executive Independent Director Auditors;

M/s. BGS AND ASSOCIATES, Hyderabad, the auditors of the company retire at the conclusion of the ensuring Annual General Meeting and being eligible, offer themselves for reappointment.

Particulars of Employees:

No employee of the company is in receipt of remuneration of 12 lakhs per annum no employee is in receipt of remuneration of Rs 1,00,000 / - per month for any part of the financial year the particulars of which require to be disclosed pursuant to section 217(2A) of the companies Act, 1956 and the companies (particulars of Employees), Rules 1975 as amended.

Listing: Your Company''''s shares are presently traded in Bombay Stock Exchange.

Conservation of Energy, Technology Absorption, exports and foreign exchange earnings and outings in accordance with the Companies (Disclosure of particulars in report of Board of Directors) Rules 1988 is set out in this report.

Corporate Governance:

Your Company is committed to achieve the best standards of corporate governance. Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on the Corporate Governance is featuring as part of Annual Report. A Certificate obtained from the statutory auditors on the compliance of Corporate Governance is annexed to this report.

Secretarial Compliance Report

As a reflection of your Company''''s commitment to transparency The Board is pleased to enclose the Secretarial Report for the financial year 2022-23 as part of the Director''''s Report.

Acknowledeements:

The Board wishes to express its deep sense of gratitude to the company''''s Bankers. The Board of Directors also thanks all the shareholders who have put their trust in the company.

The Board of Directors would like to place on record their appreciation to all the employees for their cooperation and valuable contribution.

Place: Hyderabad Sd/-

Date: 5^th Sept.2023 MAZHAR PASHA

CHAIRMAN