Softsol India Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 34th Annual Report on the business and operations of your Company, for the year ended March 31, 2024.

STATE OF COMPANYS AFFAIRS

Review of Operations:

The Company is engaged in the business of information and technology services and Infrastructural facilities including leasing of properties or spaces. During the year under review, your Company recorded turnover of Rs. 2455.89 lakhs from Business activities in comparison with previous years turnover of Rs. 3152.52 Lakhs.

Your company achieved net profit of Rs. 1040.89 Lakhs for the year in comparison with the previous years net profit of Rs. 605.48 Lakhs

Financial Highlights

The Financial Highlights of the Company are as given hereunder

(Amount in Rs. Lakhs, unless otherwise stated)

	Standalone		Consolidated
	For the financial year 2023- 2024	For the financial year 2022- 2023	For the financial year 2023- 2024	For the financial year 2022- 2023
Revenue from Operations	2455.89	3152.52	7468.43	8259.37
Other Income	886.93	736.77	886.37	(211.08)
Total Revenue	3342.82	3889.29	8354.80	8048.29
Profit beforeInterest, Depreciation & Tax (Before Exceptional Items)	619.79	1573.86	1376.62	1846.02
Depreciation	206.15	156.68	225.33	181.88
Finance Costs	33.89	35.31	171.58	167.25
Profit before Tax (Before Exceptional	1333.82	1184.63	1449.11	270.66
Items)
Exceptional Items	0	0	0	0
Current Tax	305.27	327.43	372.50	315.01
Deferred Tax	(12.35)	251.72	(12.35)	(52.33)
Profit afterTax 1040.89	605.48	1,088.96	7.98
EPS (Basic & Diluted) (in Rs.)	7.05	4.10	7.38	0.05

FUTURE OUTLOOK & BUSINESS STRATEGY:

Industry Analysis:

The software industry is expected to continue its robust growth, driven by the increasing adoption of cloud-based solutions, artificialintelligence, and data analytics. According to industry reports, software revenue is projected to grow at a rate of 10% annually through 2027.

The Infra industry is expected to continue its robust growth, driven by the increasing demand for digital transformation, and efficient property management systems. According to industry reports, the rental management system market size is projected to reach multimillion USD by 2031, with a CAGR of 15% from 2023 to 2031.

Competitive Landscape:

The software industry is highly competitive, with key players such as Microsoft, Salesforce, and Oracle. The Infra industry is highly competitive, with key players such as property management companies and software providers.

To differentiate ourselves, we will focus on developing innovative, customer-centric solutions that address specific industry needs.

Business Strategy:

Our strategy will focus on the following areas:

Product Development: We will continue to invest in our product portfolio, with a focus on AI-powered solutions and cloud-based services.

Customer Acquisition and Retention: We will enhance our customer support and implement targeted marketing campaigns to attract new customers and retain existing ones.

Revenue Streams: We will maintain a diversified revenue stream, including subscription-based models, licensing, and services.

Financial Projections:

We project revenue growth of 12% annually for the next three years, with a focus on maintaining profitability through efficient resource allocation and cost control.

Challenges:

We anticipate potential challenges from economic downturns and regulatory changes, but we are well-positioned to mitigate these risks through our diversified revenue streams and strong customer relationships.

Opportunities:

The software industry is a rapidly evolving sector, driven by technological advancements and changing business needs. While it presents numerous opportunities for growth and innovation, it also faces several risks and concerns that must be addressed to ensure success. We see opportunities in the growing demand for AI and data analytics, and we will invest in these areas to drive growth.

Threats:

Software industry:

The increasing threat of cybercrime, ransomware attacks, and data breaches poses significant risks to software companies, compromising customer data and intellectual property. As, the industry is highly competitive there are chances of facing a shortage of skilled professionals, making it challenging for companies to attract and retain top talent.

Infra industry:

The entry of new competitors can disrupt the market and pose a threat to established infrastructure companies. Changes in laws, regulations, and permitting requirements can impact project timelines and costs. Economic downturns can impact project financing, leading to delays or cancellations of projects.

Risks and concerns:

Companies must identify, assess, and prioritize risks to develop strategies for mitigation and control and to protect the reputations by ensuring high-quality products and services, maintaining transparency, and addressing customer concerns promptly. To achieve this the Company has in place a Risk Management Policy in place.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

As the members are aware, the Company has proposed a Scheme of Arrangement for the demerger of its software and infrastructure businesses. This report provides detailed updates and changes that have occurred since the end of FY 2023-2024 until the date of this report.

Update on Scheme of Arrangement for Demerger:

The Board of Directors, in their meeting held on August 14, 2023 approved a Scheme of Arrangement under Section 230 to 232 and other applicable provisions of the Companies Act 2013 between SoftSol India Limited ("Demerged Company" or "SIL") and its wholly owned subsidiary, Covance SoftSol Limited ("Resulting Company" or "CSL") and their respective shareholders and creditors ("Scheme"). The Scheme inter-alia provided for (i). demerger, transfer and vesting of the Demerged Undertaking from the Demerged Company into the Resulting Company on a going concern basis, and the consequent issue of Equity shares by the Resulting Company to the shareholders of the Demerged Company pursuant to Sections 230 to 232 and other relevant provisions of the Act in the manner provided for in the Scheme and in compliance with Section 2(19AA) of IT Act (as defined hereinafter) as elaborated in Part IV of the Scheme; (ii). reduction and cancellation of the entire pre-scheme share capital of the Resulting Company; and (iii). various other matters consequential or otherwise integrally connected therewith.

The Company has obtained a No Objection Letter / observation letter dated January 16, 2024 from BSE Limited and consequently a petition for convening Equity shareholders meeting was made with the National Company Law Tribunal ("NCLT"), Hyderabad Bench. The Honble NCLT vide Order dated April 05, 2024 in the Company Scheme Application No. CA (CAA) No. 6/230/HDB/2024 has ordered to conduct a meeting of Equity shareholders and the same was conducted on May 18, 2024 at 11.00 a.m. and the resolution for approving the Scheme of Arrangement was passed accordingly. The Company has filed a petition for sanction of Scheme with Honble NCLT on May 27, 2024.

The accounting treatment shall be in compliance with Ind AS 103 Business Combinations. This will be a mirror demerger i.e., the shareholding of SIL shall mirror the shareholding of CSL. Consequent to obtaining all necessary approvals from NCLT, Stock Exchange and other statutory authorities, each shareholder of SIL shall be allotted one share of CSL for every share of SIL held by them on the Record Date (as may be decided). Subsequently the Equity shares of SIL shall continue to be listed on BSE Limited and Equity shares of CSL shall be listed on BSE Limited post requisite regulatory approvals.

The existing/pre-scheme share capital of CSL, held by the Company shall get cancelled/extinguished. This demerger recognizes the distinct market dynamics, customer segments, product offerings, and growth trajectories of each business to provide sharper focus, simplified decision-making, and enhanced agility.

Post Demerger, SIL will cease its software business and focuses solely on the infrastructure business. This included development and holding of properties and facilities, providing infrastructural facilities and leasing of properties or spaces. The Company will take necessary strategic steps for the growth of the business only in the line of infrastructure business. CSL shall focus on the Software business, services related software development and information technology. This will allow both companies to pursue independent growth trajectories in their respective domains. The goal is to create greater value for all stakeholders - customers, employees and investors.

CHANGE IN THE NATURE OF BUSINESS

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

ANNUAL RETURN

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

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

AMOUNTS TRANSFERRED TO RESERVES:

During the year under review the Board does not transferred any amount to the Reserves.

DIVIDEND

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

SHARE CAPITAL

Authorised, Issued, Subscribed and Paid-up Capital:

There were no changes in the capital structure of the Company. As on March 31, 2024, the Authorised Share

Capital was Rs. 50,00,00,000 divided into 5,00,00,000 Equity shares of Rs. 10/- each and the Issued, Subscribed and Paid-up Share Capital was Rs. Rs. 14,76,36,890/- divided into 1,47,63,689 Equity shares of Rs. 10/- each.

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

DEPOSITS

During the year the Company has not accepted any deposit under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2024, there are no unclaimed deposits with the Company. Further the Company has not defaulted in repayment of deposits or payment of interest thereon.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES

Names of Companies which have become or ceased to be the subsidiaries, joint ventures or associate Companies during the year:

As on March 31, 2024, the Company has two Wholly Owned Subsidiaries, namely M/s. SoftSol Resources Inc., USA and Covance SoftSol Limited. In accordance with Regulation 16 of Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements), Regulations 2015 (Listing Regulations), M/s. Softsol

Resources Inc, USA is the material non-listed subsidiary. Covance SoftSol Limited was incorporated during the year under review, as a wholly-owned subsidiary on August 11, 2023.

There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies

Act, 2013. There has been no material change in the nature of the business of the subsidiary.

Review of Operations of Subsidiary(ies):

Highlights of performance of SoftSol Resources Inc, USA: SoftSol Resources Inc., (SRI) a wholly owned subsidiary of your Company, recorded total revenue of US$ 6,206,644 for the year ended March 31, 2024 in comparison with the previous years revenue of US$ 6,459,459. SRI recorded net Profit of US $ 161,482 for the year ended March 31, 2024 in comparison with the previous years net (Loss) of US$ $ (1,156,057). SRI has made a positive contribution to the Companys overall performance.

Highlights of performance of Covance SoftSol Limited: The Company was incorporated on August 11, 2023 for the purpose of demerging and vesting of the software business of the Company to the proposed wholly-owned subsidiary (the updates on the demerger are provided later in this Report). There were no operations in the Company for FY 2023-2024.

Consolidated Financial Statements:

As stipulated under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, as amended from time to time ("Listing Regulations"), the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited Consolidated Financial Statements together with Auditors Report form part of this Annual Report.

The same is with unmodified opinion (unqualified).

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial performance of Wholly owned subsidiary in Form AOC-1 is attached as an Annexure -1 to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Details of Directors or Key Managerial Personnel who were appointed or resigned during the year:

During the year under review, in the Board Meeting held on August 14, 2023, the Board approved the appointment of Mr. Musinam Nagaraju (ICSI ACS 48209) as Company Secretary & Compliance Officer with effect from September 01, 2023 and approved the resignation of Mr. Baddam Laxman from the office of Company Secretary & Compliance Officer w.e.f. August 30, 2023.

Mr. Bhaskara Rao Madala was re-appointed as Whole time Director, in the 33rd AGM held on September 30, 2023 for a further period of 3 years w.e.f November 01, 2023.

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

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

Number of Meetings of the Board:

During the year under review, 5 Board Meetings were held and the intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013.

Name of the Director	May 30, 2023	August 04, 2023	August 14, 2023	November 14, 2023	February 13, 2024
Mr. Srinivasa Rao Madala	Present	Present	Present	Absent	Present
Mr. Bhaskara Rao Madala	Present	Present	Present	Present	Present
Dr. Hanuman Chowdary Tripuraneni	Present	Present	Present	Present	Present
Mr. Subbiah Srinivasan Battina	Present	Present	Present	Present	Present
Mrs. Naga Padma Valli Kilari	Present	Present	Present	Present	Present
Mr. Veeraghavulu Kandula	Present	Present	Present	Present	Present

BOARD EVALUATION

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

Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement and effectiveness of the Board and its Committees with the Company.

INDEPENDENT DIRECTORS

A statement regarding opinion of Board with regard to integrity, expertise and experience of Independent Directors:

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

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

Schedule IV of the Companies Act, 2013.

A Statement of Declaration by Independent Directors:

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

Meeting of Independent Directors

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

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

PARTICULARS OF EMPLOYEES:

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

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the rules there under as amended from time to time is annexed as an Annexure - 2 to this Report.

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

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the rules made there under.

HUMAN RESOURCES:

Your Company consistently invests in the attraction, retention, and development of talent, recognizing the dynamic nature of the Human Resources field. As the global economy, technology, and societal values our HR professionals stay ahead of the curve by crafting strategies for upskilling and reskilling employees. Additionally, we prioritize employee well-being and mental health support to foster a positive and supportive work environment.

The Company has 213 employees as of March 31, 2024 on permanent rolls. The employees relation at all levels and at all units continued to be cordial during the year.

COMMITTEES OF THE BOARD

The details of the following committees of the Board along with their composition and meetings held during the financial year 2023-24 are given in the Report on Corporate Governance forming part of this Report.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

NOMINATION AND REMUNERATION POLICY

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY ("CSR") POLICY

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

2014 is attached as Annexure - 3 to this Report.

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the requirement of Section 177(9) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015, the Company has established a Vigil Mechanism called the ‘Whistle Blower Policy for Directors and Employees to report concern of unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy and the details of the Whistle Blower Policy has been uploaded on the Companys website and can be accessed through the web-link https:// softsolindia.com/investors/corporate-governance-policies/.

RISK MANAGEMENT POLICY

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

Listing Regulations and Section 134(3)(n) of the Companies Act, 2013, which requires the Company to lay down procedure for risk assessment and risk minimization. The Board of Directors, Audit committee and the Senior Management of the Company are periodically reviewing the policy and monitoring its implementation to ensure the optimization of business performance, to promote confidence amongst stake holders in the business processes, plan and meet strategic objectives and evaluate, tackle and resolve various risks associated with the Company.

BORROWINGS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

During the year under review, the Company has made the following investments or granted loans or provided security falling under the provisions of Section 186 of the Act:

Name of the Company	Amount (Rs. In Lakhs)	Full particulars of loans given, investment made or guarantee given or security provided	Purpose for which the loan or guarantee or security is proposed to be utilised by the recipient
Covance SoftSol Limited	1	Invested as Subscription to Memorandum of Association	Not applicable

DETAILS OF CREDIT RATING

The Company was not assigned with any Credit Rating.

SECRETARIAL STANDARDS

Your Directors confirm that the Company has, during the year, complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

LISTING OF SHARES:

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

AUDITORS AND THEIR REPORT (S):

Statutory Auditors:

In accordance with the provisions of Companies Act, 2013, at the 33rd Annual General Meeting, the members approved for appointment of M/s. Pavuluri & Co., Chartered Accountants, Hyderabad (FRN: 012194S), as Statutory

Auditors of the Company, for a period of 5 years i.e. up to the conclusion of 38th Annual General Meeting.

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

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and

Rules framed there under, either to the Company or to the Central Government. The notes on accounts referred to and the Auditors Report are self explanatory and therefore do not call for any explanatory note.

Internal Auditors:

M/s Balarami & Nagarjuna, Chartered Accountants, Hyderabad are the Internal Auditors of the Company who have conducted the internal audit of the Company for the FY 2023-2024, as required under Section 138 of the Act 2013 and the Companies (Accounts) Rules, 2014.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

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

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained Audit Report from M/s VBM Rao & Associates, Company Secretaries, Hyderabad (C.P. No. 5237), for the financial year 2023-24.

The Secretarial Audit Report is self-explanatory and therefore do not call for any explanation and the same is annexed as an Annexure - 4 to this Report.

Cost Records:

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

Cost Auditors:

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

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Related Party Transactions that were entered into during the financial year are only with SoftSol Resources Inc, USA (a wholly owned Subsidiary Company). There are no other material Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

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

INFORMATION REQUIRED UNDER SECTION 134(3)(M) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014 PERTAINING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) Conservation of Energy:

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

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

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

3) Capital Investment on energy conservation equipments: Nil

(B) Technology Absorption:

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

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

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

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

Not Applicable

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

4) Expenditure incurred on Research and Development: NIL

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

Particulars	For FY 2023-2024	For FY 2022-2023
Foreign Exchange Earnings	Rs. 4,52,30,902	Rs. 3,54,99,402
Foreign Exchange Outgo	Nil	Nil

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts / tribunals which would impact the going concern status of the Company and its future operations.

TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 125 of Companies Act, 2013 the Unclaimed Dividend and interest thereon which remained unpaid/unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013.

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as applicable, all shares in respect of which dividend has remained unpaid/unclaimed for seven consecutive years or more will be transferred to IEPF. During the year under review, the Company is not required to transfer any amount to IEPF account.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2024 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Act read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates statements are made on a prudent basis, so as to reflect in a true and fair andjudgmentsrelatingtothefinancial manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended March 31, 2024. The Notes to the Financial Statements forms an integral part of this Report.

FINANCIAL RATIOS

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

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company at the end of the financial year and of the profit and loss of the Company for that year;

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

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

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

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

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

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

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

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

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

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

The summary of complaints received and disposed off up to March 31, 2024 were as under:

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

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, Company has not made any application under the Insolvency and Bankruptcy

Code, 2016 (31 of 2016).

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE:

Your Company has always strived to maintain appropriate standards of good corporate governance. The report on corporate governance as stipulated under Schedule V (C) of the Listing Regulations forms as Annexure – 5 of this Report. The requisite certificate confirming compliance with the conditions of corporate governance as stipulated under the said clause is attached to this report.

CORPORATE POLICIES

The Listing Regulations mandate the formulation of certain policies for all Listed Companies. The Corporate Governance Policies are available on the Companys website at https://softsolindia.com/investors/corporate-governance-policies/. The policies are reviewed periodically by the Board and updated as needed.

BUSINESS RESPONSIBILITY REPORT

The Board of Directors of the Company hereby confirms that according to the provisions of Regulation 34(2)

(f) of the Listing Regulations, the report on Business Responsibility Report is not mandatorily applicable to our Company, hence not annexed with Annual Report.

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 34th Annual General Meeting of the Company including the Annual Report for Financial Year 2023-24 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s)

APPRECIATION:

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

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

On behalf of the Board of Directors

For SoftSol India Limited

Bhaskara Rao Madala	Dr. Hanuman Chowdary Tripuraneni
Whole time Director	Director
(DIN: 00474589)	(DIN: 00107006)
Place: Hyderabad
Date: 29-05-2024