Your directors are happy to present 43rd Annual Report and the Financial Results for the financial year ended on 31st March 2026.

1. Financial Results (Rs. In Lakhs)

*As this is the first year ot consolidation, comparative consolidated tinancial statements for the previous year are not available.
Standalone

During the year under review, your Company made a Turnover of Rs. 3,614.03 Lakhs as against Rs. 804.75 Lakhs for the previous year
and had earned a profit of Rs. 292.30 Lakhs as against a profit of Rs. 20.64 Lakhs for the previous year.

Consolidated

During the year under review, your Company made a Turnover of Rs. 7,206.69 Lakhs and had earned a profit of Rs. 408.78 Lakhs.

2. Change in the nature of business

There were no changes in the nature of business of the Company

3. Deposits

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

4. Dividend

With a view to conserve resources for the future growth and expansion plans of the Company, your directors do not recommend any
dividend on the equity shares of the Company for the financial year ended 31st March, 2026.

5. Credit Rating:

Since the Company has not availed any loans, borrowings or other credit facilities requiring credit rating during the financial year, the
provisions relating to obtaining/disciosure of Credit Rating are not applicable to the Company.

6. Details of changes in the office of Directors and Key Managerial Personnel of the Company during the FY 2025-26

Mr. Narra Purna Babu, Managing Director, Mrs. Naga Malleswari Narra, Non-Executive Director, Mrs. Manjula Aleti and Mr. Ramesh
Babu Kommineni, Independent Directors of the Company, all appointed as Additional Directors with effect from November 14,
2024 were regularised as Directors of the Company by the Members at the 42nd Annual General Meeting of the Company held on
September 27, 2025.

There were no other changes in the office of Directors and Key Managerial Personnel of the Company during the FY 2025-26

7. Number of meetings of the Board

The Board of Directors met Ten (10) times during this financial year on 29th May 2025, 13th August 2025, 1st September 2025, 12th
November 2025, 21st November 2025, 22nd December 2025, 2nd February 2026, 13th February 2026, 27th February, 2026 and 16th
March 2026.

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 acopy of the annual return on the websiteotthe company, and the weblinkofthe same is mentioned
below: annual-return-2025-26.pdf

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 31,2026, the Board consists of 4 (four) members, one of
whom is executive, three are 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. Disclosure Under Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014
Issue of Equity Shares with Differential Rights, Sweat Equity and ESOP

a) Issue of equity shares with differential voting rights:

The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise during the year under
review.

b) Issue of sweat equity shares:

The Company has not issued any sweat equity shares during the year under review.

c) Issue of employee stock options (ESOP):

The Company has not granted any employee stock options during the year under review, and there is no ESOP scheme in
operation.

d) Provision of money by the Company for purchase of its own shares by employees or by trustees for the benefit of employees:
Not Applicable.

11. Declaration given by Independent Directors

The Company has received necessary declaration from each independent director under Section 14917) 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.

12. Meeting of Independent Directors:

During the year under review, the Independent Directors met on 16.03.2026 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.

13. 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.

14. Contracts and arrangements with Related Parties under Section 188

All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary
course of business and on an arm''s length basis. During the year under review, the Company has not entered into any contract,
arrangement or transaction with related parties under Section 188 (1) of the Companies Act, 2013

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

Pursuant to Section 186(4) of the Companies Act, 2013, particulars of investments made by the Company during the year are provided
in notes to the financial statements forming part of this Annual Report. The Company has not given any loan, nor provided any
guarantee or security, covered under the provisions of Section 186 during the year.

16. 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

17. Committees of the Board:

Details of Committees of the Board, their composition and attendance are provided in the Corporate Governance annexed as part of
this report

18. 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.

19. Material Changes during the Financial Year 2025-2026:

During the year under review, the Company undertook two significant strategic acquisitions through preferential allotment of equity
shares for consideration other than cash (share swap arrangements), pursuant to which it acquired international IT and business
consulting entities and expanded its group structure with step-down subsidiaries.

i. Acquisition of NX Global Pte. Ltd

The Board of Directors, at its meeting held on 13th August, 2025, approved a preferential allotment of 1,20,00,000 (One Crore
Twenty Lakh) Equity Shares of face value Rs. 10/- each, aggregating Rs. 12,00,00,000/-, in consideration for the purchase of
4,80,00,000 shares of NX Global Pte. Ltd. The shares were issued by way of share swap to Narra Puma Babu (Acquirer/Promoter),
Piyush Bhandari, Valuetorge Innovations Pte. Ltd., Vertexiq Pte. Ltd., Voyager Partners Global Management Advisors Pte. Ltd.,
and Nikesh Ballapu.

Pursuant to this allotment, NX Global Pte. Ltd. became a wholly owned subsidiary of the Company, and consequently Mindgate
Solutions Pte. Ltd. and Mindgate Solutions LLC (wholly owned subsidiaries of NX Global Pte. Ltd.) became step-down subsidiaries
of the Company.

ii. Acquisition of Nexus Innovate Pte. Ltd.

The Board of Directors, at its meeting held on 27th February, 2026, pursuant to in-principle approval received from BSE Limited
(Letter No. LOD/PREF/TT/FIP/1750/2025-26 dated 23rd February, 2026), approved a further preferential allotment of 6,82,00,000
(Six Crore Eighty-Two Lakh) Equity Shares of face value Rs. 10/- each at an issue price of Rs. 29.25/- per share, aggregating Rs.
1,99,48,50,000/-, in consideration for the purchase of 6,82,00,000 shares of Nexus Innovate Pte. Ltd. The shares were issued by
way of share swap to Narra Purna Babu (Promoter), Cyberpath Systems Pte. Ltd., Quantum Path Solutions Pte. Ltd., and Quotrix
Solutions Pte. Ltd.

Pursuant to this allotment, Nexus Innovate Pte. Ltd. became a wholly owned subsidiary of the Company, and Nexus Innovate LLC
(a wholly owned subsidiary of Nexus Innovate Pte. Ltd.) became a step-down subsidiary of the Company.

Impact on Capital Structure

As a cumulative effect of the above two preferential allotments, the paid-up equity share capital of the Company increased from Rs.
4,25,17,000 (42,51,700 shares) at the beginning of the year to Rs. 8,44,51,700 divided into 8,44,51,700 Equity Shares of Rs. 10/- each by
the end of the transactions, with the Promoter shareholding at 59.24% and public shareholding at 40.76% post the second allotment.

Strategic Rationale

Both acquisitions were undertaken to establish and strengthen the Company''s international footprint across the USA, Singapore and
Asia-Pacific regions, diversify its IT and business consulting service portfolio, achieve operational synergies through shared technology
platforms and delivery frameworks, and build a dedicated Offshore Delivery Center and Global Capability Center. There was no
change in the control or management of the Company as a result of either preferential issue.

Except for the above, there are no other material changes and commitments affecting the financial position of the Company occurred
during the financial year

20. Detail of Subsidiaries, Associate Companies and Joint Ventures

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement
containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is annexed to this Report as
Annexure-ll

During the year under review, NX Global Pte. Ltd. became a wholly owned subsidiary of the Company with effect from 13th August,
2025, and consequently Mindgate Solutions Pte Ltd and Mindgate Solutions LLC, being wholly owned subsidiaries of NX Global Pte.
Ltd., became step-down subsidiaries of the Company. Further, Nexus Innovate Re. Ltd. became a wholly owned subsidiary of the
Company with effect from 27th February, 2026, and consequently Nexus Innovate LLC, being a wholly owned subsidiary of Nexus
Innovate Pte. Ltd., became a step-down subsidiary of the Company.

The above companies became subsidiaries/step-down subsidiaries of the Company pursuant to acquisition of their respective holding
companies through share swap arrangements approved by the Board on 13th August, 2025 and 27th February, 2026 respectively.

The Company does not have any associate company or joint venture within the meaning of Section 2(6) of the Companies Act, 2013.
No company ceased to be a subsidiary, associate company or joint venture ot the Company during the year under review.

21. 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 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.

22. Transfers to reserves

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

23. Listing Fee:

Your Company''s shares are listed on the BSE Limited and the listing fees for Financial Year 2026-27 is paid.

24. Auditors

M/s. Anant Rao & Mallik, Chartered Accountants, bearing Firm Registration Number 006266S were appointed as Statutory Auditors for
consecutive period of 5 years from the conclusion of 42nd Annual General Meeting of the Company till the conclusion of 47th Annual
General Meeting of the Company.

There are no observations, qualifications and remarks in the auditor''s report for financial year ended 31st March 2026

25. 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 2026-27.

26. 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

27. 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.

28. Particulars of Employees:

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

29. 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 M/s SPP & Associates, Practicing Company Secretaries, to conduct Secretarial Audit
for a period of 5 years commencing from the conclusion of 42nd Annual General Meeting of the Company till the conclusion of 47th
Annual General Meeting of the Company.

The Secretarial Audit Report, pursuant to Section 204(1) of the Companies Act, 2013, for the financial year ended 31 st March, 2026 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. During the period under report Company has submitted details of investor Complaints for the quarter ended 31st December,
2025 by oversight by delay as informed by the Company and the fine of Rs. 2360 was paid to BSE Limited

By over sight and technical issue it was inadvertely missed filing and filed with a delay and the fine imposed by BSE Limited was
also paid.

2. During the Financial Year 2025-26, the Company made overseas direct investment/financial commitment exceeding 400% of
its net worth on two occasions, without obtaining prior approval of the Reserve Bank of India ("RBI") — namely, acquisition of
4,80,00,000 equity shares of NX Global Pte. Ltd., Singapore, on 13th August 2025, and acquisition of 6,82,00,000 equity shares

of Nexus Innovate Pte. Ltd., Singapore, on 27th February 2026 by way of share swap. As the said investments exceeded the limit
permissible under the Automatic Route in terms of the Foreign Exchange Management (Overseas Investment) Rules/Regulations,
2022, the Company has filed applications for post-tacto approval of the aforesaid Overseas Direct Investments with RBI through
the Authorised Dealer Bank on 27th May 2026 and 1 st )une 2026, respectively, both of which are pending disposal as on the date
of this Report.

Further, in respect of the corresponding allotment of equity shares of the Company to the shareholders of the aforesaid overseas
entities under the said share swap arrangements — being 1,20,00,000 equity shares allotted on 13th August 2025 (pursuant
to the NX Global Pte. Ltd. acquisition) and 6,82,00,000 equity shares allotted on 27th February 2026 (pursuant to the Nexus
Innovate Pte. Ltd. acquisition) — Form FCGPR was filed with delay on 21st May 2026 and 30th May 2026, respectively. The
applicable Late Submission Fee (LSF) for such delay has been paid, and both Forms FCGPR have been taken on record by RBI
vide acknowledgement dated 1st June 2026.

The Board is of the view that the aforesaid overseas acquisitions were undertaken in the best interests of the Company as part of its
strategy to expand its international presence, diversify its revenue base and gain access to the Singapore and United States markets.

Both acquisitions were structured entirely by way of share swap, with consideration discharged through issue of equity shares of the
Company and without any cash outflow or outward remittance of foreign exchange.

The transactions enabled the Company to acquire 100% ownership of the respective overseas entities and their operating subsidiaries,
including a revenue-generating business in the United States, thereby providing immediate international market access and opportunities
for revenue diversification.

Accordingly, the Board considers the transactions to be commercially and strategically justified and in the long-term interests of the
Company and its stakeholders. The Company has also taken appropriate steps for regulatory regularization and completion of the
applicable reporting requirements.

The delay in submission of the reporting for ODI reporting and FCGPR reporting were purely because of technical issues and delay in
getting the KYC confirmations for the Banks associated with the overseas investor shareholders. The Management has taken steps to
contain these kinds of delays by implementing strict internal policies and systems in place

30. Corporate Governance

Pursuant to the preferential allotment of equity shares made by the Company on 13th August, 2025, the paid-up share capital of
the Company increased to more than ?10 Crore, consequent to which the Corporate Governance provisions under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 became applicable to the Company. The Company has complied with the
same within the prescribed timeline.

A Report on Corporate Governance, along with the Certificate from M/s. SPP and Associates, Company Secretaries, confirming
compliance with the conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V of the said
Regulations, is annexed as Annexure-V and forms part of this Annual Report.

31. 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:

There are no significant material changes and commitments affecting the financial position of the Company between 31 st March 2026
and the date of this report:

32. Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014
relating to Corporate Social Responsibility are not applicable to the Company, as the Company does not meet the thresholds prescribed
under Section 135(1) of the Act during the immediately preceding financial year.

Accordingly, the Company was not required to constitute a CSR Committee or formulate a CSR Policy during the year under review,
and no disclosures under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are applicable.

33. 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.

34. Secretarial Standards

The Company is in compliance of Secretarial Standards during the financial year 2025-2026.

35. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and
complexity of its operations. Internal control systems comprising policies and procedures designed and implemented to ensure
reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies,
procedure, applicable laws and regulations, and that all assets and resources acquired are used optimally.

36. 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^) 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.

37. Disclosures Linder Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressai) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressai
of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressai) Act, 2013 and the rules there under for prevention and redressai 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 w ith provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressai) Act, 2013.

The Internal Committee (1C) as provided in the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressai),
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:

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

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

i. Female: 24

ii. Male: 24

iii. Others: NIL

39. Disclosures with respect to demat suspense account/undaimed 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.

40. 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.

41. 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.

42. 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.

43. 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 Company has not entered into any One Time Settlement (OTS) with any bank or financial institution during the financial year under
review. Accordingly, the provisions relating to disclosure of the difference between the valuation undertaken at the time of OTS and
the valuation undertaken while availing loans from banks or financial institutions, along with the reasons for such difference, are not
applicable to the Company.

44. 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

Date: 17.08.2026 Chairman & Managing Director

Place: Singapore DIN: 10674419

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

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.

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:

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

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)

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:

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