Your directors have pleasure in presenting the 12" Annual Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended 31“ March, 2025.

1. Financial Highlights:

The financial performance of your company (standalone and consolidated) for the year ending March 31, 2025 is summarized below:

2.    State of company's affairs and future outlook:

During the reporting period, the company generated total revenue of Rs. 131,71,78,078/-. Company has generated other income of Rs. 1,97,30,368/-. Further, after meeting out all the administrative and

other expenditures, the company has earned Net profit after Tax of Rs. 15,98,52,443/-. The Board is taking the necessary steps to improve the performance of the Company and to have better working results in the coming years.

3.    Transfer to reserves in terms of section 134 (3) (i) of the Companies Act, 2013:

Company has not transferred any amounts in the Reserves in terms of Section 134(3)(J) of the Companies Act, 2013.

4.    Annual Return:

The provisions of section 134 (3) (a) of the Companies Act 2013 prescribes the Company to mention the web address, if any, where the Annual Return referred to in sub section (3) of Section 92 of the Act has been placed. The Annual Return is placed on the website of the company www.adisoft.co.in

5.    Dividend:

The Board of Directors of the Company, after considering holistically the relevant circumstances has not recommended any dividend for the current financial year with a view to conserve the profits generated.

6.    Change in Nature of Business:

During the period under review, the Company has not changed its line of business in such a way which amounts to commencement of any new business or discontinuance, sale or disposal of any of its existing businesses or hiving off any segment or division.

7.    Material changes and commitments:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate and on the date of this report. Post closure of financial year, with effect from 17^th September 2025 the Company has converted into public limited company. Though, it does not affect the financial position of the company.

8.    Share Capital:

There has been no change in the share capital of the company during the year under review. Post financial year closure the company has increased its Authorised Paid Up Capital to Rs. 20 Crore divided into 2 Crore Equity shares of Rs. 10/- each on 22^nd August 2025 and increased its paid up share capital to Rs. 12.01 Crore through issue of Rs. 12 Crore bonus equity shares to the existing shareholders in their existing shareholding proportion on 5^th September 2025.

9.    Transfer of unclaimed dividend to Investor Education and Protection Fund:

There was no unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, remaining unclaimed/ unpaid in relation to the Company. Hence, the Company is not required to transfer any amount to Investor Education and Protection Fund (IEPF).

10.    Particulars of Loans. Guarantees and Investments:

The particulars of loans given, guarantees, and investments, if any covered under the provisions of Section 186 of the Act have been disclosed in the financial statements.

11.    Information about Subsidiary/ JV/ Associate Company:

During the year under review, no company has become or ceased to be the Company's subsidiary or joint venture or associate company.

A statement providing details of performance and salient features of the financial statements of associate company as per Section 129(3) of the Act, is provided as Annexure to the consolidated audited financial statement and therefore not repeated in this Report to avoid duplication.

12.    Deposits:

During the year under review, your Company has not invited any deposits from public/shareholders as per Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

13.    Disclosure relating to the provision of Section 73 of Companies Act.2013 read with rule (2) (lHcHviii) of The Companies (Acceptance of Deposit) Rules 2014:

During the year the company has accepted borrowings from its directors and his/their relatives, the detail of the same is as under:

14.    Related Party Transactions:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Members may refer to Note 33 to the standalone financial statements which sets out related party disclosures pursuant to Indian Accounting Standards

15.    Directors and Key Managerial Personnel:

There has been no Change in the constitution of Board during the year under review.

Composition of board of directors as on 31-03-2025 is as follows:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Shashikant Vinayakrao Magdum, Director of the Company, retires by rotation at the ensuing Annual General Meeting. The Board of Directors has recommended his re-appointment.

Post the financial year under review, the company has;

a)    Appointed Mr. Shashikant Vinayakrao Magdum as Non-Executive Professional Director with effect from 22^nd August 2025.

b)    Appointed Mr. Vaibhav Nandkumar Salunke as Company Secretary with effect from 13^,h September 2025.

c)    Appointed Ms. Mayura Dilip Darvekar as Chief Financial Officer with effect from 13°' September 2025.

d)    Appointed Mr. Ajay Chandrashekhar Prabhu as a Managing Director, for a period of three (3) years with effect from 15^th September 2025.

e)    Appointed Ms. Preeti Ajay Prabhu as a Whole Time Director for a period of three (3) years with effect from 15^th September 2025.

f)    Appointed Mr. Pratik Kabra and Mr. Sachin Jain as Independent Directors of the Company, for a period of 5 (five) consecutive years commencing from 15^th September 2025.

The Company has received declarations from both the Independent Directors of the Company confirming that they:

i. meet the criteria of independence as prescribed under the Act; and

ii. have registered their names in the Independent Directors' Databank.

16.    Number of Meeting of Board of Directors:

During the Financial Year, the Company held Nine (9) meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

17.    Composition of Audit Committee:

During the financial year 2024-25, the Company was not required to constitute an Audit Committee. However, upon its conversion into a Public Limited Company on 17 September 2025, the Board constituted an Audit Committee on 18 September 2025 comprising

19.    Board Evaluation:

The provision of section 134(3) (p) relating to board evaluation is not applicable on the company during the financial year.

20.    Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts, 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 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 this Act 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; and

(e)    Company being unlisted sub clause (e) of section 134(5) is not applicable.

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

21.    Internal control systems and their adequacy:

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board s report. To ensure effective Internal Financial Controls the Company has laid down the following measures:

All operations are executed through Standard Operating Procedures (SOPs) in all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.

All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management.

The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on an annual basis. The audit reports for the above audits are compiled and submitted to Managing Director and Board of Directors for review and necessary action.

22.    Corporate Social Responsibilities (CSR):

The Company is not required to constitute a Corporate Social Responsibility Committee as the CSR Spending of the Company is lower than^ 50 Lakhs. Accordingly, it does not fall within purview of Section 135(1) of the Companies Act, 2013. The detailed Corporate Social Responsibility Policy is hosted at www.adisoft.co.in and a summary of the Policy along with the applicable disclosures are included in Annexure I.    s

23. Energy conservation, technology absorption & Foreign Exchange Earnings and Outgo:

(A)    Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following;

(i)    Steps taken or impact on conservation of energy: Not Applicable.

(ii)    Steps taken by the company for utilizing alternate sources of energy including waste generated: Not Applicable.

(iii)    Capital investment on energy conservation equipment: Nil

(B)    Technology absorption:

(i)    Efforts, in brief, made towards technology absorption: Nil

(ii)    Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.: Nil

(iii)    In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: Nil

(a)    Details of technology imported: N.A.

(b)    Year of import: N.A.

(c)    Whether the technology been fully absorbed: N.A.

(d)    If not fully absorbed, areas where absorption has not taken place, and the reasons therefore:

N.A.

(iv)    The expenditure incurred on Research and Development: N.A.

(C)    Foreign exchange earnings and Outgo

24.    Business Risk Management:

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

25.    Significant and Material Orders Passed by The Regulators Or Courts:    _r

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

26.    Auditors:

Statutory Auditors & their Report

Auditors of the Company M/s. KPNB & Associates, (FRN: 0136141W) Chartered Accountants, Pune hold office until the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment until the conclusion of the Annual General Meeting of the company to be held in the year 2030.

As required under the provisions of Section 139(1) of the Companies Act, 2013, the company has received a written consent from M/s. KPNB & Associates, (FRN: 0136141W) Chartered Accountants, Pune to their re-appointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the new Act and the Rules framed thereunder and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor's Report are self-explanatory.

Cost Auditor

The Cost Audit in pursuant to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 is not applicable on the company.

Secretarial Auditor

The Secretarial Audit is not applicable on the company as it is not covered under the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

27.    Statement regarding compliances of applicable Secretarial Standards:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

28.    Disclosure under the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013:

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). An Internal Complaints Committee ("ICC") has been duly constituted as per the provisions of the POSH Act to redress complaints regarding sexual harassment at the workplace.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow;

29.    Vigil Mechanism / Whistle Blower Policy:

The Provisions of Vigil Mechanism under Section 177(9) and (10) of the Companies Act, 2013 are not applicable to the company.

30.    Fraud Reporting:

During the year under review, Auditors of the company have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

31.    Proceedings Pending under The Insolvency And Bankruptcy Code.2016:

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

32.    Difference in Valuation:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence 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 is not applicable.

33.    Maternity Benefit:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees, if any during the year.

34.    Acknowledgement:

Your directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

35. Cautionary Statement

The statements contained in the Board's Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.