Directors Report of Logiciel Solutions Ltd.

Mar 31, 2024

The Directors of your Company take pleasure in presenting the 13th Directors'' Report on the business and operations of the Company for the financial year ended 31st march, 2024

and operations of the Company for the Financial Year ended 31 st March, 2024

1. background

The Company was incorporated on 14th July, 2011 as a Private Limited Company, The company is engaged
in the business of export of softwares.

2. FINANCIAL SUMMARY/HIGHLIGHTS

The financial performance of the Company for the Financial Year ended 31st March, 2024 is summarized
below: -

(In INR Thousand) ____
Particulars	For the Financial Year ended 31st March, 2024 (In INR)	For the Financial Year ended 31st March, 2023 (In INR)
Revenue from Operations	169,362.06	139,209.59
Other Income	1,672.07	1,701.76
Total Revenue	171,034.13	140,911.35
Total Expenses	116,300.27	120,766.57
Profit Before Exceptional, Extraordinary, Prior Period Items and Tax	54,733.86	20,144.78
Tax Expenses	13,775.42	5,089.91
Profit/(Loss) for the period	40,958.44	15,054.87

3. PERFORMANCE REVIEW and state of the company affairs

The company has sustained its commitment to the highest level of quality, best in class service
management, security practices and mature business continuity processes that have collectively

helped it to achieve decent profits during the year

During the period under review, the company earned revenue of INR. 169,362,060/- as against
revenue of INR. 139,209,590/- for the year ended 31st March, 2023. The Company has earned a profit
of INR. 40,958,440/- during the year ended 31st March, 2024 as against the profit of INR. 15,054,870/-
in the previous year. The profit graph of Company is continuously going up thereby setting upward trend
both in terms of operational efficiency and overall profitability.

4. RESERVES & PROVISIONS

An Amount of INR. 40,958,440/- has been transferred to balance of Reserves & Surplus for the Financial
Year ended 31st March, 2024.

5. DIVIDEND

With a view to plough back the profits of the company, the Board of Directors of the Company did not
recommend any dividend for the Financial Year ended 31st March, 2024.

6. HOLDING COMPANIES, SUBSIDIARY COMPANIES, JOINT VENTURES OR ASSOCIATE
COMPANIES

1. Names of Companies which have become its Subsidiaries, joint ventures or associate companies
during the year: N.A.

2. Names of Companies which have ceased to be its Subsidiaries, joint ventures or associate companies
during the year: N.A.

Since the Company does not have any Subsidiaries, Associates or Joint Venture Companies, the
disclosure of particulars with respect to information related to performance and financial position of the
Subsidiaries, Joint Ventures or Associate Companies subject to Rule 8(1) of Companies (Accounts)
Rules, 2014 is not applicable on the Company.

7. DEPOSIT

The Company has neither invited nor accepted any deposits from the public during the financial year
under review. Also, there is no unclaimed or unpaid deposit lying with the Company.

8. CAPITAL STRUCTURE & CHANGES THEREIN

There is no change in the Authorized and Paid-up Share Capital of the company during the Financial
Year ended 31st March, 2024.

The Authorized Share Capital of the Company during the Financial Year 2023-24 stood at INR. 100,000/-

(Indian Rupees One Lakh) divided into 10000 (Ten Thousand) equity shares of INR. 10/-(lndian Rupees
Ten) each, while the Paid up capital and Subscribed capital of the Company during the period under
review stood at INR.100,000/-(lndian Rupees One Lakh) divided into 10000 (Ten Thousand) equity
shares of INR. 10/-(lndian Rupees Ten) each.

However, there is increase in both Authorized Share capital and accordingly the increase in the Paid up
capital and Subscribed capital of the Company after 31^st March, 2024 and the present Authorized Share
Capital of the Company is INR 100,000,000/- (Indian Rupees Ten Crore) divided into 10000000 (One
Crore) equity shares of INR. 10/- (Indian Rupees Ten) each.

The present Paid up capital and Subscribed capital of the Company is INR 1,10,720/- (Indian Rupees
One Lakh Ten Thousand Seven Hundred and Twenty) divided into (Eleven Thousand and Seventy
Two) equity shares of INR 10/- (Indian Rupees Ten Only) each.

During the year under review the Company has neither issued shares with differential voting rights,
sweat equity shares nor granted stock options or otherwise.

9. EXTRACT OF ANNUAL RETURN

The Company has discontinued the practice of including Extract of Annual Return in Form MGT-9
pursuant to Sections 92(3) and 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies
(Management & Administration) Rules, 2014, in the Directors’ Report of the Company from 2021-22
onwards.

10. 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

No material changes and commitments affecting the financial position of the Company have occurred,
between the end of the financial year of the Company to which the financial statements relate and the
date of the report.

11. CHANGE IN THE NATURE OF BUSINESS. IF ANY

There was no change in the nature of the business of the Company during the financial-year ended 31^st
March, 2024.

12. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTED/
RESIGNED DURING THE YEAR

The Board of Directors of the Company is duly constituted and there are no changes that took place during
the year ended 31st March, 2024.

However, as on the date of this report, the Board consists of following Directors:

DIN	Name	Designation	Address	Date of Appointment
03550246	Ajay Sharma	Director	9A B-24/4566 Main Road, Sundar Nagar Ludhiana Punjab, 141001	14/07/2011
03550371	Umesh Sharma	Director	H.No.XXIV-4566, ST.No.9 A Sunder Nagar Ludhiana Punjab, 141001	14/07/2011
06584072	Lateesh Sharma	Director	H.No.-B24/4586,Main Road Sunder Nagar, Basti.Jodhewal Ludhiana Punjab, 141007	01/05/2013
06568794	Prem Lal Sharma	Director	Plto No. 9A ,B -24/4566 Main Road, Sunder Nagar Ludhiana Punjab, 141001	01/05/2013

None of the Director of the Company is disqualified under the provisions of section 164(2) of the
Companies Act, 2013.

The Company is not mandatorily required to appoint any Key Managerial Personnel (KMP).

13. DECLARATION BY INDEPENDENT DIRECTORS

The provisions of Section 149 of the Companies Act, 2013 with respect to appointment of Independent
Directors are not applicable to your Company. Therefore, the requirement of obtaining the declaration

confirmation from the Independent Director, is not applicable to the Company.

14. COMMITTEES OF THE BOARD

The company was not required to constitute any committee of the Board of Directors till 31st March, 2024, as
same was not applicable to the Company.

15. NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR

The Board of Directors duly met 6 (Six) times during the Financial Year 2023-24, in respect of which proper
notices were given and the proceedings were properly recorded. The intervening gap between the above
mentioned meetings was within the time period prescribed under the Companies Act, 2013 i.e., the maximum
interval between the two Board Meetings did not exceed 120 days.

16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company is exempted from getting an audit opinion with respect to the adequacy of the internal financial controls
over financial reporting of the Company and the operating effectiveness of such controls vide MCA notification dated
June 13, 2017.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The provisions regarding Vigil Mechanism & Whistle Blower Policy as provided in Section 177 of the Companies
Act, 2013 read with rules framed there under are not applicable on the Company for the financial year ended
31st March, 2024.

18. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN , AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is the summary of the complaints received and disposed of during the financial year 2022-23:

(a) No. of complaints received: NIL

(b) No. of complaints disposed of: NIL

19. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT. 2013

The Company has not granted any loan, given guarantees or made investments under the provisions of,Section
186 of the Companies Act, 2013 during the financial year ended 31st March, 2024.

20. PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES U/S 188(1) OF
THE COMPANIES ACT, 2013.

The details of the related party transaction entered by the Company during the period ended 31st
March, 2024 has been provided in "Annexure B” of this report.

21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE

No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the
going concern status and Company’s Operation in future.

22. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an open, transparent and
meritocratic culture to nurture this asset. The company has kept a sharp focus on Employee
Engagement. The Company is pleased to report that during the year under reporting, the industrial
relations were cordial and the Company’s Human Resources commensurate with the size, nature and
operation of the company.

23. STATUTORY AUDITORS

M/s. Mehta Sharma & Associates (FRN: 018946N), Chartered Accountants, hold office as Statutory Auditors
of the Company, until the conclusion of 14^lh Annual General Meeting of the Company on such remuneration
as may be decided by the Board of Directors in consultation with the said Auditors.

24. EXPLANATION/COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR
DISCLAIMER MADE BY STATUTORY AUDITOR

The observations made by the Statutory Auditors in their report for the Financial Year ended 31st
March, 2024 read with the explanatory notes therein are self-explanatory and therefore, do not call for
any further explanation or comments from the Board under section 134(3) of the Companies Act, 2013.

25. SECRETARIAL AUDIT REPORT

The provision of Section 204 of the Companies Act, 2013 read with Companies (Appointment &
Remuneration of Managerial Personnel) Rule 2014 is not applicable to the Company for the period
ending 31st March, 2024.

26. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the year ended 31 st March, 2024 there were no frauds reported by the auditors of the company.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR1

The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is
not applicable as Company is not covered under the criteria mentioned in Section 135(1) of the
Companies Act, 2013.

28. DIRECTOR’S APPOINTMENT AND REMUNERATION POLICY

Provision regarding Directors’ Appointment and Remuneration policy as mentioned under Section
178(1) of the Companies Act, 2013 is not applicable on the Company.

I

29. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and
outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 is as under:

A. Conservation of Energy

There is no capital investment made specifically with the motive to conserve the energy during the year
under review.

B. Technology Absorption and Research & Development

No expenditure has been incurred for research & Development or purchase of technology during the year
under review.

C. Foreign Exchange Earnings and Outgo

Particulars	Current Year 2023-24
	In Foreign Currency
Total foreign exchange earned in terms of actual inflows during	169,362,064
the financial year
Total foreign exchange outgo in terms of actual outflows during	NIL
the financial year

30. COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance of all the secretarial standards that
have been notified and made effective till the date of this report, till the extent applicable on this
Company.

31. BUSINESS RISK MANAGEMENT

Risk Management is an integral part of the Company''s business strategy. The Board reviews
compliance with risk policies, monitors risk tolerance limits, reviews and analyses risk exposure related
to specific issues and provides oversight of risk across the organization. The Board nurtures a healthy
and independent risk management function to inculcate strong risk management culture in the
Company.

32. FORMAL ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF
IT’S COMMITTEES AND INDIVIDUAL DIRECTORS

The provision w.r.t. formal annual evaluation by the Board of its own performance and that of its
committees and individual Directors pursuant to section 134 of the Companies Act, 2013 is not
applicable on the Company.

33. DISCLOSURE ON COST RECORDS

The provisions of section 148 of the Companies Act, 2013 w.r.t cost records is not applicable on the
Company during the period ended 31st March, 2024.

34. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained
by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies
Act, 2013:

a. That in the preparation of the annual financial statements for the year ended March 31, 2024,
the applicable accounting standards have been followed along with proper explanation relating
to material departures, if any;

b. That accounting policies as mentioned in the Notes to the Financial Statements have been
selected and applied consistently and judgment and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company

c. as at March 31,2024 and of the profit & loss of the Company for the year ended on that date;

d. That proper and sufficient care has been taken 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;

e. That the annual financial statements have been prepared on a going concern basis;

f. That, the Company being small private company, sub clause (e) of Section 134(3) of the Companies
Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company.

g. That, the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws/secretarial standards and that such systems are adequate and operating effectively.

^ 35. ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for assistance and cooperation received from
the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your
Directors also wish to place on record their deep sense of appreciation for the committed services of the
Executives, staff and workers of the Company at all levels.

For and on Behalf of the Board of Directors
Logiciel Solutions Private Limited

For Logiciel Solutions Pvt. Ltd.

Prem Lai Sharma

Umesh Sharma

Director Director

DIN: 03550371 DIN: 06568794

Rio - H.No.XXIV-4566, ST.No.9 A R/o- Plto No. 9A ,B -24/4566 Main Road,

Sunder Nagar, Ludhiana, Punjab, 141001 Sunder Nagar, Ludhiana, Punjab, 141001

Date: 2^nd September, 2024
Place: Ludhiana