Hypersoft Technologies Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors are happy to present 42^nd Annual Report and the Financial Results for the
financial year ended on 31^st March 2025.

1. Financial Results

Particulars	2024-2025	2023-2024
Income from operations	804.75	82.67
Other Income	5.99	10.40
Total Income	810.73	93.07
Total Expenditure excluding depreciation	762.75	116.21
Depreciation	0.67	1.88
Total Expenditure	763.42	118.09
Net Profit / (Loss) before Tax & Exceptiona Items	47.32	(25.02)
Exceptional Items (Exp)	-	39.55
Net Profit / (Loss) before Taxation	47.32	(64.57)
Current Tax Deferred Tax	12.52	2.93
Deferred Tax Other Comprehensive Income	7.85	(0.53)
Net Profit / (Loss) after Taxation	20.64	(66.97)

2. Financial Summary/Highlights:

During the year under review, your Company made a Turnover of Rs. 804.75 Lakhs as against
Rs. 82.67 Lakhs for the previous year and had a earned a profit of Rs. 20.64 Lakhs as against a
loss of Rs. 66.97 Lakhs for the previous year.

3. Material Changes during the Financial Year 2024-2025:

a. The entire management of the Company got changed. Details regarding appointment and
resignation of Directors and KMPs are mentioned in point no. 6 of this report.

b. The Company convened an Extraordinary General Meeting on 10^th March 2025 and
approved the following resolutions:

i. Change in the main objects of the company

ii. To make investments, give loans, guarantees and security in excess of limits
specified under section 186 of the Companies Act, 2013.

iii. To increase in overall borrowing limits of the Company as per section 180(1)(c) of
the Companies Act, 2013.

iv. To appoint Anant Rao & Mallik, Chartered Accountants (Firm Registration No:
006266s) to fill the casual vacancy on resignation of previous auditors.

v. appointment of Mr. Narra Purna Babu as Chairman & Managing Director of the
Company.

4. Change in the nature of business

Subsequent to reclassification of promoters and change in management, the new management
has altered the main objects of the Company in the EGM held on 10^th March 2025 to strengthen
the Company in core IT and IT enabled Services from Electronics and software business.

5. Deposits

The Company has not accepted any deposits from the public during the year in pursuant to
Section 73 of the Companies Act, 2013.

6. Details of changes in the office of Directors and Key Managerial Personnel of the Company
during the FY 2024-25

Vinay Vir, an Independent Director, ceased to hold office on 27th April 2024 and Mr. Umesh
Chandra Lunker was appointed as Additional Director in the category of Independent Director
with effect from May 21, 2024 and the same approved by shareholders in their 41^st AGM held
on September 28, 2024. Further Mrs. Geeta Bhote Feroz, Non-Executive Director of the
Company, Mr. Umesh Chandra Lunker and Mr. Joydip Lahiri, Independent Directors of the
Company Ceased to be Directors of the Company with effect from November 13, 2024, Mr.
Shaik Khudaventh Chief Financial Officer of the Company have resigned with effect from
November 13, 2024 and Mr. Lakshman Koduru was appointed as Chief Financial Officer of the
Company with effect from November 14, 2024. Mr. Feroz Russi Bhote have been redesignated
as Non-Executive Director with effect from November 13, 2024 and ceased to be Director with
effect from January 3, 2025.

Further Mr. Narra Purna Babu was appointed as Managing Director of the Company with effect
from November 14, 2024, Mrs. Naga Malleswari Narra was appointed as Additional Director of
the Company in the category of Non-Executive Director of the Company with effect from
November 14, 2024, Mrs. Manjula Aleti and Mr. Ramesh Babu Kommineni were appointed as
Additional Directors of the Company in the category of independent Directors of the Company
with effect from November 14, 2024. Ms. Shilpa Agarwal, Company Secretary and Compliance
Officer of the Company resigned from the position with effect from December 1, 2024 and Mr
Manohar Reddy Pandi was appointed as Company Secretary and Compliance Officer of the
Company with effect from December 2, 2024. Vinay Vir, an Independent Director, ceased to
hold office on 27th April 2024. Mrs. Geeta Bhote Feroz, Mr Umesh Chandra Lunker, Mr. Joydip
Lahiri, and Mr. Shaik Khudaventh, holding the positions of Directors and CFO respectively,
ceased their roles on 13th November 2024. On 14th November 2024,

7. Number of meetings of the Board

The Board of Directors met Ten (10) times during this financial year on 23^rd May 2024, 05^th
August 2024, 30^th August 2024, 24^th October 2024, 13^th November 2024, 11^th December 2024,
06^th February 2025, 14^th February 2025, 6^th March, 2025 and 28^th March 2025.

Name	No of Board meetings entitled to attend during the FY	No of meeting attended during the FY	AGM attended (Yes/No)
Vinay Vir	0	0	NA
Geeta Bhote Feroz	5	5	Yes
Umesh Chandra Lunker	5	5	Yes
Mr. Joydip Lahiri	5	4	No

Feroz Russi Bhote	6	6	Yes
Naga Malleswari Narra	5	5	NA
Manjula Aleti	5	5	NA
Narra Purna Babu	5	5	NA
Ramesh Babu Kommineni	5	5	NA

8. Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, Company shall place a copy of the annual return
on the website of the company, and the weblink of the same is mentioned below:
http://hypersoftindia.com/investor-relations.html

9. Policy on directors'' appointment and remuneration

The current policy is to have an appropriate mix of executive and independent directors to
maintain the independence of the Board and they demark their functions of governance and
management. As on March 31, 2025, the Board consists of 4 (four) members, one of whom is
executive, three is non-executive and out of which two are independent directors. The Board
periodically evaluates the need for a change in its composition and size. The policy of the
Company on directors'' appointment and remuneration, including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under
Sub-Section (3) of Section 178 of the Companies Act, 2013 was adopted by the Board. We affirm
that the remuneration paid to the directors is as per the terms laid out in the nomination and
remuneration policy of the Company.

10. Declaration given by Independent Directors

The Company has received necessary declaration from each independent director under Section
149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in
Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirement), Regulations 2015.

11. Meeting of Independent Directors:

During the year under review, the Independent Directors met on 14.02.2025 inter alia, to discuss

• Evaluation of the performance of Non-Independent Directors and the Board of Directors as a
whole;

• Evaluation of the performance of the Chairman of the Company, taking into account the views
of the Executive and Non-Executive Directors.

• Evaluation of the quality, content and timelines of flow of information between the
Management and the Board that is necessary for the Board to effectively and reasonably perform
its duties.

• All the Independent Directors were present at the Meeting.

12. Contracts and arrangements with Related Parties under Section 188

The Company has not entered into any contracts or arrangements with related parties during
the financial year. Therefore, AOC-2 is not required to be enclosed in this report.

13. Particulars of loans, guarantees or investments under Section 186

The Company has not made any investments and has not given any loan or guarantee under
section 186 of the Companies Act, 2013.

14. Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo:

Information required under section 134(3)(m) read with Rule, 8 of the Companies (Accounts)
Rules, 2014, of the Companies Act, 2013 is provided as Annexure-I

15. Committees of the Board:

Details of Committees of the Board, their composition and attendance are provided in
Annexure-II to this report

16. Development and Implementation of Risk Management Policy for the Company Including
Identification therein of elements of risk, if any, which in the opinion of the Board may
threaten the existence of the Company:

The Company has risk management mechanism in place which mitigates the risk at appropriate
situations and there are no elements of risk, which in the opinion of Board of Directors may
threaten the existence of the Company. A detailed description of the risks & threats has been
disclosed in the Management Discussion Analysis Report forming part of the Annual Report.

17. Subsidiaries, Associate Companies and Joint Ventures

The Company does not have any subsidiaries, Associate Companies or Joint Ventures during the
financial year under review.

However, post closure of Financial Year, pursuant to allotment made by the Company by way of
swap of shares, NX Global Pte. Ltd. have become the wholly owned subsidiary of Hypersoft
Technologies Limited and consequently Mindgate Solutions Pte Ltd and Mindgate Solutions LLC
which are the wholly owned subsidiary of NX Global Pte. Ltd. have become step down subsidiary
of Hypersoft Technologies Limited.

18. Annual Evaluation of Board''s Performance

The Nomination and Remuneration Committee of the Company approved an Evaluation Policy,
which was adopted by the Board of Directors. The policy provides for evaluation of the Board,
the Committees of the Board and individual Directors, including the Chairman of the Board. The
Policy provides that evaluation of the performance of the Board and Committees of Board shall
be carried out on an annual basis.

The Evaluation process of performance focused on various aspects of the Board and Committees
functioningsuch as composition of the Board and Committees, experience and competencies,
performance of specific duties and obligations, governance issues etc. A separate exercise was
carried out to evaluate the performance of individual Directors on parameters such as

attendance, contribution and independent judgement.

The performance evaluation of the Independent Directors was carried out by the entire Board,
excluding the Director being evaluated. The performance evaluation of Managing Director
and Non-Executive Director was carried out by the Independent Directors, who also reviewed
the performance of the Board as a whole. The Nomination and Remuneration Committee (NRC)
also reviewed the performance of the Board, its committees and of the Directors.

The Chairman of the Board provided feedback to the Directors on an individual basis, as
appropriate. Significant highlights, learning and action points with respect to the evaluation
were presented to the Board.

19. Transfers to reserves

The Company has not transferred any amount to the reserves in the financial year.

20. Dividend

In view of the accumulated losses, the Directors express their inability to recommend dividend
during the year.

21. Listing:

Your Company''s shares are listed on the BSE Limited and the listing fees for Financial Year 2025¬
26 is paid.

22. Auditors

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors)
Rules, 2014, and other applicable provisions, if any, of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 as amended from time to time, M/s. Anant Rao &
Mallik, Chartered Accountants, bearing Firm Registration Number 006266S were appointed as
Statutory Auditors in the EGM held on 10^th March 2025 with effect from 11th December 2024,
to fill the casual vacancy arising out of resignation of M/s. Ramanatham & Rao Chartered
Accountants (Firm Registration No. 002934S), and to hold office till the conclusion of the ensuing
Annual General Meeting i.e. 42^nd AGM.

Further M/s Anant Rao & Mallik, Chartered Accountants, bearing Firm Registration Number
006266S have consented for their appointment as Statutory Auditors of the Company and
accordingly, Audit committee in their meeting held on 01.09.2025 have recommended their
appointment as Statutory Auditors of the Company for term of 5 years starting from the
conclusion of 42^nd AGM till the conclusion of 47^th AGM of the Company.

Accordingly. a resolution seeking approval of Shareholders for appointment of M/s. Anant Rao
& Mallik, Chartered Accountants, bearing Firm Registration Number 006266S commencing from
conclusion of 42^nd AGM till the conclusion of 47^th AGM of the Company is provided along with
the Notice of AGM.

There are no observations, qualifications and remarks in the auditor''s report for financial year
ended 31^st March 2025

23. Internal Auditors:

The Board of Directors based on the recommendation of the Audit Committee have appointed
M/s. KMH & CO Chartered Accountants as Internal Auditors of the Company for the F.Y 2025-26.

24. Maintenance of Cost Records:

Company is not required to maintain cost records as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013

25. Details in respect of Frauds Reported by Auditors under Section 143

The auditors of the company have not reported any fraud under sub-section (12) of Section 143
of the Companies Act, 2013 whether reportable to the Central Government or otherwise and
hence no details are furnished in this regard.

26. Particulars of Employees:

The information required pursuant to Section 197 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company is herewith annexed as “Annexure -III” to this report.

27. Secretarial Auditors & Secretarial Audit Report:

Pursuant to provisions of Section 204 of the Companies Act, 2013, read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has
appointed. SPP & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for
2024-25. The Secretarial Audit Report, pursuant to Section 204(1) of the Companies Act, 2013,
for the financial year ended 31^st March, 2025 is given in “Annexure IV” attached hereto and
forms part of this Report.

During the year under review following qualifications given by Secretarial Auditors and the
response of the Board for the same:

1. The Company is required to file Annual report under regulation 34 of SEBI(LODR)
Regulations 2015, but the company due to technical issues delayed the filing and BSE has
imposed a penalty of Rs. 9,440/- for the same which was paid by the Company during the
year. Reply to Qualification of Secretarial Auditors:

On September 2, 2024, while attempting to upload the Annual Report under Regulation 34 of
SEBI (LODRY), the Company encountered technical issues on the BSE Listing Centre portal,
coupled with internet connectivity challenges at the office, which prevented a successful upload.
Due to the report''s large file size and prolonged response times on the BSE portal, the secretarial
team faced difficulties in resolving this issue promptly. After reattempting it a few days later, the
upload was successfully completed, resulting in a brief unintended delay.

2. Pursuant to an open offer was required to file application for promotor reclassification
under regulation 31A(3)(a) SEBI(LODR) Regulations 2015. However, the company delayed
the filing for which BSE has imposed a penalty of Rs. 5,900/- which was paid by the Company.

The Submission of Application was done with a delay of One (1) Day due to inadvertence as the new
Amendments have made it mandatory to file the application within restricted timeline from approval
of Board for reclassification

28. Management Discussion and analysis report:

Pursuant to the provisions of Schedule V to SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 a report on Management Discussion & Analysis is herewith
annexed as “Annexure V” to this report.

29. Certificate of Non-Disqualification of Directors

Certificate of Non Disqualification of Directors Pursuant to Regulation 34(3) and Schedule V
Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 is herewith annexed as “Annexure VI” to this report.

30. Corporate Governance

Since the paidup capital of the Company is less than Rs 10 crore and the net worth is less than
Rs. 25 crore, the Company is exempted under the provisions of corporate governance as
specified in Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. In view of the same, details relating to compliance with the provisions of
Corporate Governance have not been furnished in this Report.

31. Managing Director''s Declaration

Pursuant to the provisions of Listing Regulations, a declaration by the Managing Director of
the Company declaring that all the members of the Board and the Senior Management Personnel
of the Company have affirmed compliance with the Code of Conduct of the Company is enclosed.
The same can be viewed on the website of the Company at www.hypersoftindia.com

32. Directors'' Responsibility Statement

In accordance with the provisions of the section 134(c) of the Companies Act, 2013 and based
on the information provided by the management your directors state 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 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.

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.

3 3. Material changes and commitments, if any, affecting the financial position of the company
which have occurred between the end of the financial year of the company to which the
financial statements relate and the date of the report:

The following are the significant material changes and commitments affecting the financial
position of the Company between 31^st March 2025 and the date of this report:

a. The Company made an application to BSE for Reclassification of Promoters on 12^th March
2025 and the approval for the same was received on 13^th June 2025.

b. The Company in its EGM held on 26^th April 2025 passed a resolution for approval of increase
in Authorized Share Capital from Rs. 6,00,00,000 to Rs. 18,00,00,000 and accordingly
altered the Memorandum of Association (MOA) and Articles of Association (AOA) of the
Company.

c. The Company in its EGM held on 26^th April 2025 approval Preferential issue of equity shares
of the Company for consideration other than cash in lieu of acquisition of 100% shares of
NX Global Pte. Ltd. registered in Singapore.

d. post closure of Financial Year, pursuant to allotment of 1,20,00,000 Equity Shares made by
the Company by way of swap of shares, NX Global Pte. Ltd. have become the wholly owned
subsidiary of Hypersoft Technologies Limited and consequently Mindgate Solutions Pte Ltd
and Mindgate Solutions LLC which are the wholly owned subsidiary of NX Global Pte. Ltd.
have become step down subsidiary of Hypersoft Technologies Limited.

e. Listing application for allotment of said shares is filed with BSE Limited

34. Corporate Social Responsibility

The Company does not meet the Criteria as specified in Section 135 of the Companies Act, 2013
regarding Corporate Social Responsibility.

35. Significant and material orders

There are no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and Company''s operations in future.

However, based on the application filed with BSE for reclassification of promoters pursuant to
regulation 31A (10) of SEBI (LODR) Regulation 2015 on 12^th March 2025 and the approval for
same was received on 13^th June 2025.

36. Secretarial Standards

The Company is in compliance of Secretarial Standards during the financial year 2024-2025.

37. Internal Financial Controls

The Board has adopted the policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Company''s policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial disclosures.

38. Whistle Blower Policy/ Vigil Mechanism

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity
and ethical behavior in all its operations, the Company has formulated a Whistle Blower
Policy/Vigil Mechanism that governs the actions of its employees. This Whistleblower
Policy/Vigil Mechanism aspires to encourage all employees to report suspected or actual
occurrence(s) of illegal, unethical or inappropriate events (behaviors or practices) that affect
Company''s interest / image.

A copy of the Policy is available on the website of the Company.

39. Disclosures Under Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy
on prevention, prohibition and redressal of sexual harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules there under for prevention and redressal of complaints of
sexual harassment at workplace. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment and the Company has complied with
provisions relating to the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Internal Committee (IC) as provided in the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal), Act, 2013 is duly constituted by the Company to redress
complaints received regarding sexual harassment.

The details of the complaints received during the financial year and status of the same is given
below:

a)	Number of complaints of sexual harassment received/ filed during the financial year	Nil
b)	Number of complaints disposed-off during the financial year	Nil

There was no case which was pending for more than 90 days.

40. Number of Employees as on the Closure of Financial Year

i. Female:5

ii. Male: 6

iii. Others: NIL

41. Disclosures with respect to demat suspense account/unclaimed suspense account:

The company does not have any shares in the demat suspense account or unclaimed suspense
account and hence the question of making any disclosure in this regard does not arise.

42. Insolvency Proceedings:

There is no application made by the Company or any proceedings initiated against the Company
under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

43. Details of difference between valuation amount on one time settlement and valuation
while availing loan from banks and financial institutions

During the year under review, there was no incident of one-time settlement of loans taken from
Banks and Financial Institutions. Hence, the disclosure under this heading is not applicable to
the Company.

44. Statement of compliance with Maternity Benefit Act 1961

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 during the year.

45. 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 - Not Applicable

46. Appreciation:

Your directors place on record their appreciation of the continued assistance and co- operation
extended by the shareholders, customers, bankers and the dedicated employees and the
business associates.

BY THE ORDER OF THE BOARD
Hypersoft Technologies Limited

Narra Purna Babu
CHAIRMAN &MANAGING DIRECTOR
DIN:10674419

Place: Singapore
Date: 01.09.2025

---

Mar 31, 2024

Your directors are happy to present 41^st Annual Report and the Financial Results for the
financial year ended on 31^st March 2024.

1. Financial Results

(Rs. in Lakhs)

Particulars	2023-2024	2022-2023
Income from operations	82.67	86.95
Other Income	10.40	9.05
Total Income	93.06	96.00
Total Expenditure excluding depreciation	116.2	99.63
Depreciation	1.88	4.74
Total Expenditure	118.08	104.37
Net Profit / (Loss) before Tax&	(25.02)	(8.37)
Exceptional Items
Exceptional Items (Exp)	39.55
Net Profit / (Loss) before Taxation	(64.57)	(8.37)
Current Tax	2.93	0
Deferred Tax	(0.53)	2.86
Other Comprehensive Income	( 3 4 . 3 6 )	1.57
Net Profit / (Loss) after Taxation	(101.33)	(9.66)

2. Management Discussion & Analysis (M D &A): Review of Business & Outlook

Your company remains a preferred supplier for several software requirements. Stockbrokers are
showing a renewed interest in our software which is of the highest quality. Additionally, ERP
system for manufacturing, processing and stock control has been the focus of the company.

In the stock markets, SEBI has increased compliance regulations exponentially and the result is
that several brokers are preferring to shut down the business rather than comply with all the
regulations. Keeping this in mind, the focus of the Company has shifted to other products
especially Online opening of Accounts for Stockbrokers.

The mobile market in India is the second largest in the world after China, and Mobile applications
developed by your company have shown great acceptance and will continue to be the prime mover.
The Global Mobile Applications market is poised to grow at a sustained rate and the number of
users of smart phones will soon cross more than half the population of the country. The Online
KYC package - and it’s Mobile versions - developed by your Company has been accepted by
Extremely large Broking houses.

Opportunities and Threats

The Online KYC model so far has been targeted at very large broking houses. To cater to smaller
brokers, the software is being modified to be offered in a SAAS (Software As A Service)
configuration.

Absence of skilled manpower, high cost of development, high cost of user acquisition, competition
driven by independent and freelance developers and the high cost of marketing are major
impediments to growth.

Outlook

With the release of our KYC package, we envisage many brokers accepting the system. Since this
is virtually independent of SEBI regulations, we see a bright future for the product.

The pandemic has mostly affected the business and the possibility of meeting potential new
customers has reduced to a great extent. Also, with the new compliances being brought in for
Stockbrokers by SEBI the number of brokers giving up their membership is increasing.

Risk and Concerns

1. The first major problem developed in recent times subject to added different legal laws and norms.

2. Another major problem the need to develop the optimum mix of employees. A big
dilemma is to get the balance correct in terms of recruitment.

Internal control systems and their adequacy

The Company has a proper and adequate system of internal controls. This ensures that all
transactions are authorized, recorded and reported correctly, and assets are safeguarded and
protected against loss from unauthorized use or disposition. In addition, there are operational
controls and fraud risk controls, covering the entire spectrum of internal financial controls. The
Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations.

Discussion on financial performance with respect to operational performance

During the year under review, your Company made a Turnover of Rs. 93.06 Lakhs as against Rs.
96.00 Lakhs for the previous year and had a loss of Rs. 101.33 Lakhs as against a loss of Rs. 9.66
Lakhs for the previous year.

Material development in Human Resource & Industrial Relations

There are no significant developments in human resources and number of people employed.
However, all our efforts were made to retain the talent and improve the productivity.

3. Change in the nature of business

There were no changes in the nature of business of the Company during the financial year 2023¬
2024.

4. Deposits

The Company has not accepted any deposits from the public during the year in pursuant to Section
73 of the Companies Act, 2013.

5. Material Changes and Commitments

During the financial year the Company has issued a notice of postal ballot on November 6, 2023
pursuant to Sections 108 and 110 of the Companies Act, 2013, and the relevant rules, considering
the following transaction:

1. Approval for Sale of Company premises situated at Mumbai and Hyderabad.

Thomas Joesph Lloyd are appointed as the Scrutinizer to conduct the aforesaid postal ballot,
scrutinize the e-voting process and issue the report.

Additionally, after the financial year ended 31^st March 2024, an Open Offer was announced for the
acquisition of up to 11,05,442 (Eleven Lakhs Five Thousand Four Hundred and Forty-Two) fully
paid-up equity shares, representing 26% of the total paid-up/voting share capital of Hypersoft
Technologies Limited ("Target Company"). The offer was made by Mr. Narra Puma Babu
("Acquirer-1") and Mr. Sudhakara Varma Yarramraju ("Acquirer-2"), collectively referred to as
the "Acquirers," at a cash consideration of INR 11 per share.

This Open Offer was made pursuant to and in compliance with the Securities and Exchange Board
of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI (SAST)
Regulations), specifically under Regulations 3(1) and 4, along with Regulations 13, 14, and 15(1),
and other applicable provisions. The offer was managed by CIL Securities Limited, acting as the
Manager to the Offer, for and on behalf of the Acquirers.

The Open Offer was triggered following the execution of the Share Purchase Agreement (“SPA”)
on 7th June 2024, between the Acquirers and the Sellers, wherein the Sellers agreed to sell an
aggregate of up to 20,34,440 Equity Shares, representing 47.85% of the fully paid-up equity share
capital of and control over the Target Company. The aggregate consideration for this transaction
was INR 2,23,78,840 (Two Crore Twenty Three Lakhs Seventy Eight Thousand Eight Hundred
and Forty Only) at a price of INR 11 per Equity Share, with the payment of the said amount being
treated as an Earnest Money Deposit.

This Open Offer represents a significant transaction for the Company, reflecting a material change
in the ownership and control of Hypersoft Technologies Limited.

6. Number of meetings of the Board

The Board of Directors met Seven (7) times during this financial year on 27^th May 2023, 29^th May

2023, 11^th August 2023, 21^st August 2023, 27^th October 2023, 09^th December 2023, 02^nd February

2024.

7. Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, Company shall place a copy of the annual return
on the website of the company, and the weblink of the same is mentioned below:

http://hypersoftindia.com/investor-relations.html

8. Policy on directors'' appointment and remuneration

The current policy is to have an appropriate mix of executive and independent directors to maintain
the independence of the Board and they demark their functions of governance and management. As
on March 31, 2024, the Board consists of 4 (four) members. The Board periodically evaluates the
need for a change in its composition and size. The policy of the Company on directors''
appointment and remuneration, including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under Sub-Section (3) of Section 178 of the
Companies Act, 2013, adopted by the Board, is appended as Annexure-I to the Board''s report. We
affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and
remuneration policy of the Company.

9. Directors and Key Managerial Personnel

Mr. Feroz Russi Bhote was re- appointed as a Managing Director of the Company with effect from
15 ^th February 2023.

Ms. Geeta Bhote, is designated as the Director of the Company.

Mr. Feroz Russi Bhote (DIN: 00156590), the Managing Director, who retires by rotation, was re¬
appointed as the Director of Company.

Mr. Shaik Khudaventh is designated as the Chief Financial Officer of the Company with effect
from 10th November 2021

Mrs. Shilpa Agarwal is appointed as the Whole-time Company Secretary and Compliance Officer
of the Company with effect from 21^st August, 2023.

Mr. Vinay Vir (DIN: 02378210) is no longer associated with the company as an Independent
Director, effective April 27, 2024, due to his passing.

Mr. Umesh Chandra Lunker was appointed as an Additional Director (categorized as Independent
Director) of the Company with effect from 21st May 2024. The Board proposes his regularization
at the upcoming Annual General Meeting (AGM).

10. Declaration given by Independent Directors

The Company has received necessary declaration from each independent director under Section
149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in
Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirement), Regulations 2015.

11. Contracts and arrangements with Related Parties under Section 188

The Company has not entered into any contracts or arrangements with related parties during the
financial year. Therefore, AOC-2 is not required to be enclosed in this report.

12. Particulars of loans, guarantees or investments under Section 186

The Company has not made any investments and has not given any loans or guarantees under
section 186 of the Companies Act, 2013.

13. Risk Management

The Company has developed and implemented a risk management framework that includes
identification of elements of risk, if any, which in the opinion of the Board may threaten the
existence of the Company.

The following broad categories of risks to the business objectives have been considered in our risk
management framework:

Strategy: Risks to the successful execution of the Company''s articulated strategies. These
originate from the choices we make on markets, business mix, resources and delivery models that
can potentially impact our competitive advantage in the medium and long term. Risks related to
scalability and sustainability of our business might also have an impact on our business.

Industry: Risks relating to the inherent characteristics of our industry such as competitive
structure, emergence of new business models, technological landscape, extent of linkage to
economic environment and regulatory structure.

Counterparty: Risks arising from our association with entities for conducting business. The
counterparties include clients, vendors, alliance partners and their respective industries.
Counterparty risks include those relating to litigation and loss of reputation.

Resources: Risks arising from inappropriate sourcing or sub-optimal utilization of key
organizational resources such as financial capital, talent and infrastructure.

Operations: Risks inherent to business operations including those relating to client acquisition,
service delivery to clients, business support activities, information security, intellectual property
physical security, and business activity disruptions. Operational risks are assessed primarily on
three dimensions - business process effectiveness, compliance to policies and procedures, and
strength of underlying controls.

Regulatory environment: Risks due to adverse developments in the regulatory environment that
could potentially impact our business objectives and lead to loss of reputation.

Societal: Risks and opportunities relating to our focus on the environment and society at large.
Environmental focus includes conservation of essential resources such as water and energy,
disposal of waste, minimizing emissions, etc. Social focus includes projects to impact the
communities in the regions where we operate.

14. Subsidiaries, Associate Companies and Joint Ventures

The Company does not have any subsidiaries, Associate Companies or Joint Ventures.

15. Annual Evaluation of Board’s Performance

The Nomination and Remuneration Committee of the Company approved an Evaluation Policy
during the year 2014-2015, which was adopted by the Board of Directors. The policy provides for
evaluation of the Board, the Committees of the Board and individual Directors, including the
Chairman of the Board. The Policy provides that evaluation of the performance of the Board and
Committees of Board shall be carried out on an annual basis.

The Evaluation process of performance focused on various aspects of the Board and Committees
functioning such as composition of the Board and Committees, experience and competencies,
performance of specific duties and obligations, governance issues etc., A separate exercise was
carried out to evaluate the performance of individual Directors on parameters such as attendance,
contribution and independent judgement.

The performance evaluation of the Independent Directors was carried out by the entire Board,
excluding the Director being evaluated. The performance evaluation of Managing Director and
Non-Executive Director was carried out by the Independent Directors, who also reviewed the
performance of the Board as a whole. The Nomination and Remuneration Committee (NRC) also
reviewed the performance of the Board, its committees and of the Directors.

The Chairman of the Board provided feedback to the Directors on an individual basis, as
appropriate. Significant highlights, learning and action points with respect to the evaluation were
presented to the Board.

16. Transfers to reserves

The Company has not transferred any amount to the reserves in the financial year.

17. Dividend

In view of the accumulated losses, the Directors express their inability to recommend dividend
during the year.

18. Auditors

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors)
Rules, 2014, and other applicable provisions, if any, of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 as amended from time to time, M/s. Ramanatham &
Rao, Chartered Accountants, bearing Firm Registration Number 002934S were appointed as
Statutory Auditors from the conclusion of Thirty ninth Annual General meeting (AGM) till the
conclusion of Forty fourth Annual General Meeting of the Company.

There are no observations, qualifications and remarks in the auditor’s report for financial year
ended 31^st March 2024.

19. Secretarial Auditor

SPP & Associates, Practicing Company Secretaries, was appointed to conduct the secretarial audit
of the Company for the financial year 2023-2024, as required under Section 204 of the Companies
Act, 2013 and Rules there under.

The secretarial audit report for the financial year 2023-2024 forms part of the Annual Report as
Annexure-II to the Board’s report.

20. Corporate Governance

A report on the Corporate Governance, which inter alia, includes the composition and construction
of Audit Committee, is featuring as a part of Annual Report. Your Company will continue to
adhere in letter and spirit to the good corporate governance policies. Pursuant to the relevant
provisions of Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”), as referred to in Regulation 15(2) of the
Listing Regulations for the period 1^st April, 2023 to 31^st March, 2024, a certificate from the
auditors of the Company is enclosed.

21. Managing Director’s Declaration

Pursuant to the provisions of Listing Regulations, a declaration by the Managing Director of the
Company declaring that all the members of the Board and the Senior Management Personnel of the
Company have affirmed compliance with the Code of Conduct of the Company is enclosed. The
same can be viewed on the website of the Company at www.hypersoftindia.com

22. Directors’ Responsibility Statement

In accordance with the provisions of the section 134(c) of the Companies Act, 2013 and based on
the information provided by the management your directors state 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 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.

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.

23. Corporate Social Responsibility - Not Applicable

24. Significant and material orders

There are no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and Company''s operations in future.

25. Secretarial Standards

The Company is in compliance of Secretarial Standards during the financial year 2023-2024.

26. Internal Financial Controls

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct
of its business, including adherence to the Company''s policies, the safeguarding of its assets, the

prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial disclosures.

27. Whistle Blower Policy/ Vigil Mechanism

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and
ethical behavior in all its operations, the Company has formulated a Whistle Blower Policy/Vigil
Mechanism that governs the actions of its employees. This Whistleblower Policy/Vigil Mechanism
aspires to encourage all employees to report suspected or actual occurrence(s) of illegal, unethical
or inappropriate events (behaviors or practices) that affect Company’s interest / image.

A copy of the Policy is available on the website of the Company.

28. Disclosures Under Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on
prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the rules there under for prevention and redressal of complaints of sexual harassment at
workplace. Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment and the Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2023-2024, the Company has not received any complaints on sexual
harassment.

29. DISCLOSURE ON CORPORATE INSOLVENCY RESOLUTION PROCESS
INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE (IBC)

The Company has not made any application, nor any proceeding are pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2023-2024.

30. 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 - Not Applicable

31. Conservation of Energy & Technology Absorption, Foreign Exchange Earnings and
Outgo:

A. Conservation of Energy:

(a) Energy Conservation measures taken: Your Company’s operations are
software oriented and not energy intensive. Adequate measures have been taken
to conserve energy wherever possible by using energy-efficient computers and
equipment.

(b) Additional investments and proposals, if any, being implemented for
reduction of consumption of energy: Exchanging legacy CRT monitors with

LCD power saving monitors.

(c) Impact of the measures (a) and (b) above for energy consumption and
consequent impact on the cost of production of goods: As energy
conservation is very meager and energy cost forms a small part of total costs,
the impact of costs is not material.

B. Technology Absorption:

Research and Development (R & D):

(a) Specific areas in which R & D carried out by the Company:

The Company continues to focus and invest in R & D activities for developing and improving the
quality and enhancing the benefits of its software products. The Company is a product-oriented
Company and the continuous development of new products, and the existing products is an
ongoing exercise.

(b) Benefits derived as a result of the R & D:

Research and development of new products & processes will continue to be of importance to your
Company. Products although have a longer gestation, are of higher benefit to the Company and its
profitability in the long run.

(c) Future plan of Action:

The Company continues to strive for development and innovation of new products and improving
the existing ones in order to meet the changing requirements and to cater to customer needs.

(d) Expenditure on R & D: NIL
Adaptation and Innovation:

As a result of new partnerships, the Company now has absorbed new technologies and will result
in better adaptation to Indian customer needs.

C. Foreign Exchange Earnings & Outgo:

Particulars	2023-2024 (Rs. in	2022-2023 (Rs. in
	Lakhs)	Lakhs)
Foreign Exchange Earnings	-	-
Foreign Exchange Outgo:
Purchase	-	-
Expenses

32. Appreciation:

Your directors place on record their appreciation of the continued assistance and co- operation
extended by the shareholders, customers, bankers and the dedicated employees and the business
associates.

For and on behalf of Board of Directors

Place: Secunderabad (Feroz Russi Bhote) (Geeta Bhote Feroz)

Date: 30^th August, 2024 Managing Director Director

DIN: 00156590 DIN: 02378210