Directors Report of Workmates Core2Cloud Solution Ltd.

Mar 31, 2026

Your Directors are pleased to present the 8th Annual Report of Workmates Core2Cloud Solution Limited ("the Company")
together with the Standalone and Consolidated Audited Financial Statements for the financial year ended 31st March 2026.

FINANCIAL SUMMARY OR HIGHLIGHTS

The Company''s financial performance for the financial year ended March 31, 2026:

Particulars

Standalone

Consolidated

2025-26

2024-2025

2025-26

2024-2025

Income

Revenue from Operations

14,369.05

10,468.75

14,382.24

10,764.5

Other Income

127.41

74.14

127.41

74.14

Total Income

14,496.46

10,542.89

14,509.65

10,838.64

Expenses

Cost of Cloud Technology and Allied Services

9,657.62

6,920.89

9,666.31

7,202.71

Employee Benefit Expenses

1,691.12

1,021.67

1,691.11

1,020.99

Other Expenses

770.81

687.93

820.67

709.30

Earning before Finance Costs, Tax, Depreciation
and Amortization (EBITDA)

2,376.91

1,912.41

2,331.56

1,905.64

Less:

- Finance Costs

55.70

1.05

55.71

1.13

- Depreciation & Amortization Expenses

129.32

29.27

130.33

29.95

Profit before Tax

2,191.89

1,882.08

2,145.52

1,874.56

Less:

- Current Tax

549.36

475.60

549.36

475.60

- Income Tax for Earlier Years

-

0.01

-

0.01

- Deferred Tax

4.57

0.42

4.57

0.42

Profit After Tax (PAT)

1.637.96

1,406.05

1,591.59

1,398.53

PERFORMANCE OF THE COMPANY
Financial Performance (Standalone)

During the financial year 2025-26, your Company achieved
revenue from operations of ?14,369.05 lakhs registering a
growth of 37.26% compared to ?10,468.75 lakhs in the previous
financial year. The Earnings Before Interest, Tax, Depreciation
and Amortization (EBITDA) for the year increased by 24.29% to
?2,376.91 lakhs, as compared to ?1,912.41 lakhs in the previous
year. The Profit After Tax (PAT) for the year increased by
16.49% to ?1,637.96 lakhs as compared to ?1,406.05 lakhs in
the previous year. The improvement in revenue and profitability
reflects the Company''s strong operational performance and
continued resilience.

Financial Performance (Consolidated)

During the financial year 2025-26, your Company achieved
revenue from operations of ?14,382.24 lakhs representing a
growth of 33.61% compared to ?10,764.5 lakhs in the previous
financial year. The Earnings Before Interest, Tax, Depreciation
and Amortization (EBITDA) for the year increased by 22.35%
to ?2,331.56 lakhs, as compared to ?1,905.64 lakhs in the

previous year. The Profit After Tax (PAT) for the year increased
by 13.80% to ?1,591.59 lakhs as compared to ?1,398.53 lakhs
in the previous year.

TRANSFER TO RESERVES

During the financial year under review, the Company has not
transferred any amount to the General Reserve of the Company.

DIVIDEND

The Board of Directors at its meeting held on 14th May, 2026
has declared an interim dividend of 20% i.e. ?2 per equity
share of face value of ?10/- each for the financial year ended
March 31, 2026.

The Board had fixed 22nd May, 2026 as the Record Date for
determining the eligibility of shareholders entitled to receive
the said Interim Dividend. The interim Dividend was paid on
3rd June, 2026 in accordance with the applicable provisions
of the Companies Act, 2013. The Board does not recommend
any further dividend for FY 2025-26.

UTILISATION OF FUNDS RAISED THROUGH INITIAL
PUBLIC OFFER (IPO)

The Company has utilized the IPO proceeds of ? 30.12 crores
towards the following purposes:

• Prepayment or repayment of secured loan availed by our
Company from Banks /Financial Institutions: ?8.60 Crores

• Funding of Working Capital Requirements: ?11.72 Crores

• Issue Expenses: ?9.80 crores

The utilisation of IPO proceeds is in accordance with the objects
stated in the Prospectus and there has been no deviation or
variation in utilisation of the proceeds.

PARTICULARS OF DEPOSITS

The Company has not accepted any deposit from the public
and consequently, there are no outstanding deposits in terms
of the Companies (Acceptance of Deposits) Rules, 2014.

CHANGES IN SHARE CAPITAL

(i) Increase in Authorised Share Capital

During the year under review, the Authorised Share Capital
of the Company was increased from ?11,00,00,000 (Rupees
Eleven Crores only), comprising 1,10,00,000 (One Crore
Ten Lakhs) Equity Shares of ?10 each, to ?13,00,00,000
(Rupees Thirteen Crores only), comprising 1,30,00,000
(One Crore Thirty Lakhs) Equity Shares of ?10 each.

The consequential alteration of the Capital Clause of
the Memorandum of Association of the Company was
approved by the shareholders at their General Meeting
held on 11th April, 2025.

(ii) Bonus Issue

The Board of Directors at its meeting held on 10th April
2025 had approved the issue of fully paid-up bonus
equity shares of ?10 each in the ratio of 1000:1 i.e., 1,000
Equity Shares for every 1 existing Equity Share held by
the shareholders as on the record date. The said bonus
issue was subsequently approved by the shareholders at
their General Meeting held on 11th April, 2025.

Pursuant thereto, the Board, at its meeting held on 6th
May, 2025, allotted 1,00,00,000 (One Crore) fully paid-
up equity shares of ?10 each as bonus shares to the
eligible shareholders.

(iii) Initial Public Offer (IPO)

During the year under review, the Company successfully
completed its Initial Public Offering (IPO), comprising a
fresh issue of 29,08,800 equity shares of face value ?10
each at an issue price of ?204 per equity share (including
a securities premium of ?194 per equity share) and an
Offer for Sale (OFS) of 5,14,800 equity shares by the
selling shareholders.

(iv) Share Capital as at 31st March, 2026

As at 31st March, 2026, the authorised share capital of the Company stood at ?13,00,00,000, comprising 1,30,00,000 equity
shares of ?10 each, and issued, subscribed and paid up share capital of the Company stood at ?12,91,88,000 divided into
1,29,18,800 Equity Shares of ?10 each.

Type of Shares

Authorised Share Capital

Paid-up Share Capital

As at 31.03.2026

As at 31.03.2025

As at 31.03.2026

As at 31.03.2025

Equity Shares

13,00,00,000

11,00,00,000

12,91,88,000

1,00,000

DETAILS OF INITIAL PUBLIC OFFER (IPO)

During the Financial Year 2025-26, the Company has
successfully completed its Initial Public Offering (IPO). The
Company has made a fresh issue of 29,08,800 equity shares of
?10 each at an issue price of ?204 per share (including securities
premium of ?194 per share) and an Offer for Sale (OFS) of
5,14,800 equity shares by the selling shareholders through an
Initial Public Offer to various categories of investors including
Qualified Institutional Buyers, Retail Individual Investors, Non¬
Institutional Investors, Non-Resident Indians, and Registered
Foreign Portfolio Investors, as permitted under the SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2018 and
other applicable laws. The fresh equity shares allotted pursuant
to the IPO rank pari passu in all respects with the existing equity
shares of the Company.

The Equity Shares of Workmates Core2Cloud Solution Limited
have been listed on SME Platform of BSE Ltd with effect from
November 18, 2025.

LISTING OF SHARES

Your Company''s equity shares are listed on the SME Platform
of BSE Ltd. The Company has paid the annual listing fee for
the financial year 2025-26.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the financial year under review, there was no change
in the nature of the Company''s business.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board in its meeting held on 10th April, 2025 has appointed
Mr. Ajay Chacko, Mr. Barathy Sundaram and Ms. Suchita
Vishnoi as Additional Directors on the Board of the Company
and subsequently their appointments were regularised as
Independent Directors (Non-Executive) of the company with
the approval of shareholders in their meeting held on 11th April,
2025 not liable to retire by rotation, to hold office for their first
term of consecutive 5 years with effect from 10th April, 2025 till

9th April, 2030. The Board in its meeting held on 10th April, 2025
has appointed Mrs. Purbali Saha as Company Secretary &
Compliance Officer with effect from 10th April, 2025.

Further, the Board in its meeting held on 6th May, 2025 has
appointed Mr. Basanta Kumar Rana as Managing Director of
the Company for a period of 3 years with effect from 6th May,
2025 and Mr. Kamal Nath as Additional Whole Time Director
& CEO for a period of 3 years with effect from 6th May, 2025,
which was duly approved by the shareholders at the general
meeting held on 7th May, 2025.

The Board in its meeting held on 20th May, 2025 has appointed
Mr. Debasish Sarkar as Additional Whole Time Director and
Chief Financial Officer for a period of 3 years with effect from
20th May 2025, which was duly approved by the shareholders
at the general meeting held on 21st May, 2025.

As on 31st March, 2026 the Board of the Company consisted
of the following Directors and Key Managerial Personnel:

1. Basanta Kumar Rana - Managing Director

2. Debasish Sarkar - Whole Time Director & Chief
Financial Officer

3. Kamal Nath - Whole Time Director & CEO

4. Prajnashree Mohapatra - Non-Executive Director

5. Suchita Vishnoi- Independent Director

6. Barathy Sundaram - Independent Director

7. Ajay Chacko - Independent Director

8. Purbali Saha - Company Secretary & Compliance Officer*

* Mrs. Purbali Saha has resigned from the post of Company
Secretary and Compliance Officer w.e.f. 23rd April, 2026
and Ms. Purnima Mundhra has been appointed as Company
Secretary and Compliance Officer w.e.f. 27th April, 2026.

In accordance with the provisions of Section 152 of the
Companies Act, 2013, Mr. Debasish Sarkar will be retiring by
rotation at the ensuing Annual General Meeting and being
eligible, offers himself for re-appointment.

During the year under review, none of the Directors of the
Company are disqualified as per the applicable provisions of
the Companies Act, 2013.

DECLARATION OF INDEPENDENCE

Mr. Ajay Chacko, Mr. Barathy Sundaram and Ms. Suchita
Vishnoi, Independent Directors of the Company, have
submitted declarations confirming that they meet the criteria
of independence prescribed under Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

There has been no change in the circumstances affecting
their status as Independent Directors of the Company and
in the opinion of the Board, the Independent Directors fulfil
the conditions specified under the Act and the SEBI Listing
Regulations and are independent of the management. The
Independent Directors of the Company have registered

themselves with the data bank maintained by Indian Institute
of Corporate Affairs (IICA).

FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

The Company has adopted a Familiarisation Programme for
Independent Directors, duly approved by the Board of Directors.
The objective of the framework is to ensure that the Independent
Directors have a deeper understanding into the business of the
Company thereby enabling them to contribute more effectively
to the decision-making process.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act read with
Rule 12 of the Companies (Management and Administration)
Rules, 2014, the draft annual return for the financial year ended
31st March, 2026 is available on the Company''s website at
www.cloudworkmates.com.

CSR POLICY

In accordance with the provisions of Section 135(1) of the
Companies Act, 2013, the Company has framed the Corporate
Social Responsibility Policy. The objective of the Company''s CSR
policy is to lay down the guiding principles for proper functioning
of CSR activities to contribute towards sustainable development
in the communities in which the Company operates. The
Company commits itself to contribute to the society, discharging
its corporate social responsibilities through initiatives that have
positive impact on society at large. Your Company undertook
various activities during the year under review which were in
line with its CSR Policy and as prescribed in Schedule VII of
the Companies Act, 2013.

Since the Company''s CSR obligation does not exceed ?50
lakh, the Company is not required to constitute a Corporate
Social Responsibility Committee in terms of Section 135(9) of
the Companies Act, 2013.

Details of CSR Expenditure and other relevant details have
been provided and marked as
Annexure-I and forms part of
this Director''s Report.

DEMATERIALISATION OF SHARES

As on 31st March, 2026, all the equity shares of the Company are
held in dematerialised form. The break-up of the Equity Shares
held in dematerialised form as on 31st March, 2026, is as follows:

Mode

No. of
shares

% of Total Issued
Capital

Held in dematerialised
form in CDSL

12,61,800

9.77%

Held in dematerialised
form in NSDL

1,16,57,000

90.23%

Total

1,29,18,800

100%

The ISIN of the Company is INE1I1301016 and Registrar and
Share Transfer Agent ("RTA") of the Company is MUFG Intime
India Private Limited.

MATERIAL CHANGES AND COMMITMENTS

The Board reports that no material changes and commitments
affecting the financial position of the Company have occurred
between the end of the financial year ended 31st March, 2026
and the date of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Act, the
Directors state that:

a) in the preparation of the annual accounts for the financial
year ended 31st March, 2026, 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
as at 31st March, 2026 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 such internal financial
controls are adequate and are operating effectively; and

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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS

There were no significant or material orders passed by any
regulator, court or tribunal which could impact the going concern
status of the Company or its future operations.

INTERNAL FINANCIAL CONTROLS

The internal financial controls with reference to financial
statements are adequate and commensurate with the size
and nature of business of the Company. The Company follows
approved policies and standard operating procedures to prepare,
review and report financial performance.

NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR

During the financial year under review, fourteen (14) meetings of the Board of Directors were held on the following dates:

Date of the Meeting

Total Number of Directors
as on the date of meeting

Attendance

Number of Directors attended % of attendance

10/04/2025

3

3

100

06/05/2025

6

5

83.33

20/05/2025

7

6

85.71

26/05/2025

7

6

85.71

27/05/2025

7

6

85.71

29/05/2025

7

6

85.71

01/09/2025

7

6

85.71

27/10/2025

7

6

85.71

01/11/2025

7

6

85.71

10/11/2025

7

6

85.71

14/11/2025

7

6

85.71

14/11/2025

7

6

85.71

09/12/2025

7

6

85.71

24/03/2026

7

6

85.71

CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the compliance
with Corporate Governance provisions as specified in Regulation
17 to 27 and clause (b) to (i) and (t) of sub regulation (2)
of Regulation 46 and Para C, D and E of Schedule V is not
applicable on the listed entity which has listed its specified
securities on SME Platform.

Since, the Company''s equity shares are listed on the SME
Platform of BSE Limited, the provisions relating to Corporate

Governance under the SEBI Listing Regulations are not
applicable to the Company.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors of
your Company met separately on 24th March, 2026 without
the presence of the Non-Independent Directors and members
of the management, inter alia, to review performance of Non¬
Independent Directors & the Board as a whole and to assess the
quality, quantity, and timeliness of flow of information between
the management of the Company and the Board.

COMMITTEES OF THE BOARD

The Board of Directors, in compliance with the requirements of various laws applicable to the Company and for operational
convenience, has constituted various committees to deal with specific matters and has delegated powers for different functional
areas to different committees.

The Company has constituted the following Committees of the Board of Directors:

a. Audit Committee

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the applicable Rules made thereunder, the
Board of Directors constituted an Audit Committee at its meeting held on 10th April, 2025.

The detailed composition of the members of the Audit Committee at present is given below:

Sr. No. Name

Designation

1. Mr. Ajay Chacko

Chairperson

2. Mr. Debasish Sarkar

Member

3. Mr. Barathy Sundaram

Member

The Company had 8 Audit Committee Meetings during the financial year under review on:

Date of the Meeting

Total Number of Directors

Attendance

as on the date of meeting

Number of Directors attended

% of attendance

06/05/2025

3

3

100

20/05/2025

3

3

100

26/05/2025

3

3

100

27/05/2025

3

3

100

01/09/2025

3

3

100

27/10/2025

3

3

100

01/11/2025

3

3

100

09/12/2025

3

3

100

Vigil Mechanism/ Whistle Blower Policy

The Company has adopted a Vigil Mechanism/Whistle Blower Policy in compliance with the provisions of section 177(9)
of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations for the Directors and employees to report
genuine concerns and actual/suspected leak of Unpublished Price Sensitive Information.

This mechanism provides adequate safeguards against victimisation of employees and Directors and also provides for
direct access to the Chairperson of the Audit Committee. The Company oversees the vigil mechanism through the Audit
Committee of the Company.

b. Nomination & Remuneration Committee

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with the applicable Rules made thereunder, the
Board of Directors constituted the Nomination and Remuneration Committee at its meeting held on 10th April, 2025.

The detailed composition of the members of the Nomination and Remuneration Committee at present is given below:

Sr. No. Name

Designation

1. Mr. Barathy Sundaram

Chairperson

2. Ms. Suchita Vishnoi

Member

3. Mr. Ajay Chacko

Member

The Company had 2 Nomination & Remuneration Committee Meetings during the financial year under review on:

Date of the Meeting

Total Number of Directors

Attendance

as on the date of meeting

Number of Directors attended

% of attendance

06/05/2025

3

3

100

20/05/2025

3

3

100

c. Stakeholders Relationship Committee

Pursuant to the provisions of Section 178(5) and other applicable provisions of Companies Act, 2013, read with Rule 6
of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board in its meeting held on 10th April, 2025 has
constituted Stakeholders Relationship Committee.

The detailed composition of the members of the Stakeholders Relationship Committee at present is given below:

Sr. No. Name

Designation

1. Mr. Barathy Sundaram

Chairperson

2. Ms. Suchita Vishnoi

Member

3. Mr. Debasish Sarkar

Member

d. MANAGEMENT COMMITTEE

Pursuant to the provisions of Sections 179 and other applicable provisions of the Companies Act, 2013, the Board in its
meeting held on 10th April, 2025 has constituted a Management Committee and delegated certain powers to facilitate the
efficient conduct of the Company''s day-to-day operations.

The detailed composition of the members of the Management Committee at present is given below:

Sr. No. Name

Designation

1. Mr. Debasish Sarkar

Chairperson

2. Mr. Kamal Nath

Member

3. Mr. Basanta Kumar Rana

Member

The Company had 5 Management Committee Meetings during the financial year under review on:

Date of the Meeting

Total Number of Directors

Attendance

as on the date of meeting

Number of Directors attended

% of attendance

08/08/2025

3

3

100

26/10/2025

3

3

100

30/10/2025

3

3

100

12/02/2026

3

3

100

24/03/2026

3

3

100

NOMINATION AND REMUNERATION POLICY

The Board has adopted a Nomination and Remuneration
Policy recommended by the Nomination and Remuneration
Committee in terms of the provisions of Section 178 of the Act
and Regulation 19 of the Listing Regulations, read with Part
D of Schedule II thereto. The Policy governs the criteria for
determining qualifications, positive attributes and independence
of Directors, and the appointment, removal and remuneration
of Directors, Key Managerial Personnel and other Senior
Management of the Company, along with the criteria for
determination of their remuneration and evaluation of individual
Directors, Chairperson of the Board, the Board as a whole and
the Committees of the Board.

The Nomination and Remuneration Policy of the Company can
be accessed on the Company''s website at following weblink:
www.cloudworkmates.com.

POLICY ON BOARD DIVERSITY

The Company has adopted a Policy on Board Diversity to ensure
an appropriate mix of skills, experience, knowledge, gender
and diversity on the Board.

The Policy on Board Diversity is available at the Company''s
website at
www.cloudworkmates.com.

ANNUAL EVALUATION BY THE BOARD OF ITS
OWN PERFORMANCE AND ITS COMMITTEE AND
INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee of the Board has
formulated and laid down Criteria and Manner for Evaluation
of Performance of the Board, its Committees and individual
Directors pursuant to provisions of Section 178 of the Act and
Listing Regulations. As per requirements of Section 134 of the
Act, the manner in which formal annual evaluation has been
made is disclosed below -

A. The Board evaluated the roles, functions and duties
performed by the Independent Directors (IDs) of the
Company. Each ID was evaluated by all other Directors
but not by the Director being evaluated. The Board also
reviewed the manner in which IDs follow the guidelines
of professional conduct as specified in Schedule IV
to the Act. The adherence to Section 149 of the Act,
the aforesaid Schedule IV, the Listing Regulations and
other applicable provisions of law by the IDs was also
reviewed by the Board.

B. Performance review of all the Non-Independent Directors
of the Company was made on the basis of the activities
undertaken by them, expectations of the Board, level of

participation, roles played by them, leadership qualities
and their overall performance and contribution in the
development and growth of the business and operations
of the Company.

C. The Board evaluated the performance of its Committees
on the basis of the processes and procedures followed
by them for discharging their functions and duties as per
their respective terms of reference and as assigned by
the Board and applicable laws, their independence from
the Board and on the effectiveness of the suggestions
and recommendations made by them to the Board. The
Board observed the size, structure and expertise of the
Committees to be appropriate and in compliance with the
Act and the Listing Regulations.

D. The Board evaluated its own performance on the basis of its
composition having the right mix of knowledge, skills and
expertise required to drive organisational performance and
conduct of its affairs effectively, monitoring the Company''s
performance along with the ability to understand and
deal with factors having a significant bearing, developing
suitable strategies and business plans at appropriate
time and monitoring its effectiveness, implementation
of policies and procedures for proper functioning of the
Company, frequency of its meetings, efforts made by
the Board Members to keep themselves updated with
the latest developments in the areas of governance,
finance, business operations, regulatory compliance and
risk management.

The Board was satisfied with the overall performance of the
Board, its Committees and the individual Directors.

DISCLOSURE RELATING TO REMUNERATION OF
DIRECTORS, KEY MANAGERIAL PERSONNEL (''KMP'')
AND PARTICULARS OF EMPLOYEES

The statement pertaining to particulars of employees including
their remuneration as required to be reported under the
provisions of Section 197(12) of the Act, read with Rules 5(2)
and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 [including any statutory
modification(s) or re-enactment(s) thereof, for the time being
in force] (the Rules) are provided in Annexure II to this Report.
However, as per the provisions of Section 136 of the Act, the
Reports and Accounts for the Financial Year 2025-26 are being
sent to the Members and others entitled thereto, excluding this
statement. The said statement is available for inspection by
the members at the Registered Office of the Company during
business hours on working days up to the date of the ensuing
Annual General Meeting. If any member is interested in obtaining
a copy thereof, such member may write to the Company
Secretary, whereupon a copy thereof shall be made available.

REPORTING OF FRAUDS BY THE AUDITORS

During the year under review, the Statutory Auditors, in their
report, have not reported any instances of fraud committed
in the Company by its Officers or Employees under section
143(12) of the Companies Act, 2013.

STATUTORY AUDITORS

M/s. M Choudhury & Co., Chartered Accountants (Firm
Registration No. 302186E), are the Statutory Auditors of the
Company and conducted the statutory audit of the Company
for the financial year 2025-26.

The Independent Auditors'' Report(s) to the Members of the
Company in respect of the Standalone Financial Statements
and the Consolidated Financial Statements for the Financial
Year ended March 31, 2026 form part of the Annual Report.
The Audit Committee periodically reviews the independence
of the Auditors and effectiveness of the audit process.

The Notes on financial statements referred to in the Auditor''s
Report are self-explanatory and do not call for any further
comments. The Auditor''s Report does not contain any
qualification, reservation, adverse remark, or disclaimer.

INTERNAL AUDITOR

In terms of the provisions of Section 138 of the Act, M/s. S A
M P & Associates, Chartered Accountants were re-appointed
as the Internal Auditor of the Company for the Financial Year
2025-26. The observations and recommendations of the Internal
Auditors were reviewed, and necessary corrective/preventive
actions were taken in consultation with the Audit Committee.

SECRETARIAL AUDITOR AND THEIR REPORT

In terms of Section 204 of the Act, read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, M/s. Prateek Kohli & Associates,
Practicing Company Secretaries, were appointed to conduct
the Secretarial Audit of the Company for the Financial Year
2025-26. The report of the Secretarial Auditor is annexed as
Annexure III to this Report. The Secretarial Audit Report does
not contain any qualification, reservation or adverse remark.

The Auditors have not made any qualifications, reservations,
adverse remarks or disclaimers in their report on the financial
statements for the financial year ended 31st March 2026.
Therefore, no further explanation is required in this regard.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

During the financial year ended 31st March, 2026, the Company
has duly complied with the provisions of Section 186 of
the Companies Act, 2013 and has taken all the necessary
approvals in respect of granting of loans, advances and making
investments during the period under review. The particulars of
Loans, Guarantees and Investments are given in the notes to
the financial statements as on 31st March, 2026.

PARTICULARS OF RELATED PARTY TRANSACTIONS

During the year ended 31st March, 2026, material contracts,
arrangements or transactions were entered by the Company
with its related parties pursuant to Section 188 of the Companies
Act, 2013. Accordingly, the particulars of such contracts or
arrangements are provided in Form AOC-2, which forms part
of this Report as Annexure - IV.

The Board has approved a policy for Related Party Transactions
which has been hosted on the website of the Company. The
web-link for the same is
www.cloudworkmates.com.The Related
Party Transactions, wherever necessary, are carried out by the
Company as per this Policy.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
& OUTGO

Conservation of Energy:

The steps taken or impact on conservation of energy - The
Company continues to make efforts towards adopting innovative
technologies and processes to improve operational efficiency
and optimise energy consumption.

The Company has not undertaken any specific initiative
for utilisation of alternate sources of energy during the
year under review.

The capital investment on energy conservation equipment - Nil
Technology Absorption:

The effort made towards technology absorption - No specific
initiatives relating to technology absorption were undertaken
during the year.

The benefits derived like product improvement, cost reduction,
product development or import substitution - Not Applicable.

The Company has not imported any technology during the last
three financial years.

The expenditure incurred on Research & Development: - Nil

Foreign Exchange Earnings and Outgo:

During the year under review, the Company had foreign
exchange earnings of Rs. 477.61 Lakhs.

Foreign Exchange Outgo: Nil.

RISK MANAGEMENT POLICY

The Company has a well-established Risk Management Policy
to identify and evaluate business risks. This framework seeks to
create transparency, minimise the adverse effect on the business
objectives and enhance the Company''s competitive advantage.

The Audit Committee periodically reviews this policy and
evaluates the risk management systems of the Company. The
web-link for the same is
www.cloudworkmates.com.

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

As on 31st March, 2026, the Company has a Wholly Owned
Subsidiary namely "Workmates Core2Cloud Pte. Ltd", that
undertakes the activity of Information Technology Development
& Consultancy, Resale and Cloud Management and Content
Creation. In compliance with the provisions of the Companies
Act, 2013 (as amended) ("the Act"), the financial statements
of the subsidiary for the year ended 31st March, 2026 have
been consolidated with those of the Company in accordance

with the applicable accounting standards. Details of the Wholly
Owned Subsidiary Company, in the prescribed Form AOC-1, is
given in Annexure-V to this Report.

MAINTENANCE OF COST RECORDS

The rules regarding maintenance of cost records which have
been specified by the Central Government under Section-148(1)
of the Companies Act, 2013 are not applicable to the Company.

PROHIBITION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 2015, as
amended (PIT Regulations), the Company has adopted the
revised "Code of Conduct to Regulate, Monitor and Report
Trading by Insiders" ("the Code"). The Code is applicable
to all Designated Persons and Connected Persons and their
immediate relatives, who have access to Unpublished Price
Sensitive Information (UPSI) relating to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report forms an
integral part of this Report and gives details of the industry
structure, developments, opportunities, threats, performance
and state of affairs of the Company''s business, internal controls
and their adequacy, risk management systems and other
material developments during the Financial Year 2025-26, and
is annexed as Annexure VI.

CERTIFICATE OF PRACTICING COMPANY
SECRETARY

A certificate from a Practising Company Secretary confirming
that none of the Directors of the Company has been debarred
or disqualified from being appointed or continuing as a Director
by the Securities and Exchange Board of India (SEBI), the
Ministry of Corporate Affairs or any other statutory authority
is annexed as Annexure-VII.

DISCLOSURE ON THE COMPLIANCE OF
SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial
Standards, namely SS-1 relating to Meetings of the Board of
Directors and SS-2 relating to General Meetings, issued by the
Institute of Company Secretaries of India.

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

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

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

Sr.

No.

Details

Remark

1.

Number of complaints of Sexual
Harassment received in the Year

1

2.

Number of complaints disposed of during
the year

1

3.

Number of cases pending for more than
ninety days

0

HUMAN RESOURCES

Our employees are our core resources and the Company has
continuously evolved policies to strengthen its employee value
proposition. Your Company was able to attract and retain the
best talent in the market which is reflected in the Company''s
consistent growth. The Company is constantly working on
providing the best working environment to its Human Resources
with a view to inculcate leadership, autonomy with a view to
fostering leadership, accountability and professional growth. Our
Company makes all efforts on training. Our Company continues
to place all necessary emphasis on continuous development
of its Human Resources. The belief "Great People Create

Great Organisations" has been at the core of the Company''s
approach to its people.

As on March 31, 2026, the Company had a total of 168
employees, comprising of 136 male employees and 32
female employees.

OTHER DISCLOSURES

During the year under review:

i) The Company had not entered into any One Time Settlement

(OTS) with any Bank or any Financial Institution.

ii) The Company has not defaulted in repayment of loans
from banks and financial institutions and interest therein.

iii) Your Company has complied with Maternity Benefit Act, 1961.

iv) Neither any application was made, nor is any proceeding

pending under the Insolvency and Bankruptcy Code, 2016
against the Company.

ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation for the
assistance rendered to the Company by its Members, Banks, and
various authorities under the Central and State Governments.

Date: 17.07.2026 For and on behalf of the Board

Place: Kolkata Workmates Core2Cloud Solution Limited

Basanta Kumar Rana Debasish Sarkar

Managing Director Whole Time Director & CFO

DIN: 10250208 DIN: 01044732

Mar 31, 2024

Your Directors have pleasure in presenting their Director’s Report of the Company for the year
ended 31st March 2024.

PERFORMANCE OF THE COMPANY

The Highlights of the Performance of the Company during the financial year ended 31st March
2024 is summarized below:

Particulars

2023-2024
(Amount in
Rs. Hundreds)

2022-2023
(Amount in
Rs. Hundreds)

Total Income

53,52,945.01

29,13,871.64

Less: Total Expenses

46,00,574.59

26,45,159.17

Profit before tax

7,52,370.42

2,68,712.47

Less: Tax expense: Current Tax

Income Tax for Earlier Years
Deferred Tax

2,10.820.05

5,173.95

(3,034.94)

69.865.24

3,303.70

Profit after tax

5,39,411.36

1.95,543.53

STATE OF AFFAIRS

The Board of Directors take immense pleasure to place this report before the members of the
company.

The financial year ending 31.03.2024 was marked by robust growth, expansion in operations,
Improved margins and increased market peering. The company being an
AWS partner also won
a number of accolades and has become one of the most awarded
AWS partners in Eastern India.
During this period, the company focused on enhancing operational efficiency, expanding market
share, driving innovation and venturing into new business areas resulting in greater recognition
from
AWS, Increased Top Line, more than 275% growth in the bottom line and improvement in
major financial ratios. Your Company has a yellow theme which is the colour of youth. The

Vibrant team of 100% certified resources brings the edge to customers for an End-to-End AWS
partner, committed towards quality and supporting their business on a 24X7 basis.

The Company has earned a profit after tax of Rs. 5,39,41,136/- and achieved a turnover of Rs.
53,52,94,501/- during the period under review. The management sees a bright and growth-
oriented future for the company in the coming times and is committed to deliver stellar operational
performance.

DIVIDEND:

No Dividend was declared for the current financial year.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of the business in your
Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND
PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no
dividend declared and paid last year.

NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR

The Company has conducted six Board meetings during the financial year under review and the
dates of the same are stated as below:

1. 05th June, 2023

2. 04th September, 2023

3. 25th September, 2023

4. 06th November, 2023

5. 01st March, 2024

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE
DATE OF THE REPORT

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

There were no fresh appointments or resignation of Directors and Key Managerial Personnel
during the year under review.

DECLARATION OF INDEPENDENT DIRECTORS

The provisions of Section 149 for appointment of Independent Directors do not apply to the
company.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, your Directors would like to confirm
that:

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2024, 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 as at 31s'' March, 2024 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 Company being unlisted, 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.

(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.

REPORTING OF FRAUDS BY THE AUDITORS

The Board hereby informs that there were no such reporting’s made by the Auditors in their report
for the Financial Year ended 31.03.2024.

SHARE CAPITAL OF THE COMPANY

Paid up Share Capital of the Company is Rs. 1.00.000/- divided into 10.000 equity shares of Rs.
10/- each. However, there was no issue of Equity Shares with Differential Rights, Sweat equity
and under any scheme of Employee Stock Option as per the provisions of the Companies Act,
2013 and Rules made thereunder.

AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

No amendment to the Article of Association of the Company has been made between during the
year under review.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Considering that consumption of energy is very minimal in the Company, hence the disclosures
pertaining to conservation of energy and technology absorption, as specified in Section 134(3)(m)
of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable for the
year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, there have been foreign exchange earnings of Rs.77,23,610.

RISK MANAGEMENT POLICY

The Company has developed a Risk Management Policy for dealing with the elements of Risk
pertaining to the Company.

PARTICULARS OF LOAN / GUARANTEES OR INVESTMENTS

During the period under review, the Company has not made any loan or guarantee or provided
any securities or made any investments in terms of the provisions of Section 186 of the Act.

INTERNAL FINANCIAL CONTROL SYSTEM

The Directors have laid down Internal Financial Control System, which have been followed by
the company and that such financial controls are adequate and are operating effectively.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the
name of the company under Insolvency and Bankruptcy Code 2016.

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 has been no one time settlement of loans taken from Banks
and Financial Institutions.

PARTICULARS OF DEPOSITS

During the year under review, the Company has not accepted nor renewed any deposits from
public or member within the meaning of Sections 134(3 )(q) of the Act read with the rule 8(5 )(v)
& (vi) of chapter IX Rules.

ANNUAL RETURN

As per the requirement of section 134 (3) (a) of the Companies Act, 2013 read along with the
provisions of Sections 92 & 94, copies of the Annual Return of the Company have been kept at
the registered office of the Company. The requirements with regard to providing the web address
of the same is not applicable to the Company as the Company is not having any website.

STATUTORY AUDITORS

M/s. M Choudhury & Co., Chartered Accountants, (FRN: 302186E) were appointed as the
Statutory Auditors of the Company for a period of 5 years in the AGM held in the year 2019 upto
the AGM to be held in the year 2024 which was approved by the shareholders of the Company.

Being eligible for reappointment M/s. M Choudhury & Co., have given their consent to act as
the Statutory Auditor of the Company for further period of 5 year s from 2024 till the AGM to be
held in 2029.Their appointment will be subject to the approval of shareholder in ensuring AGM
of the Company.

AUDITORS’ REPORT

The Notes of Account referred in the Auditor’s Report are self-explanatory and therefore, do not
call for any further comments.

VIGIL MECHANISM

As per Section 177(9) of the Companies Act and miles made thereunder the provisions of Vigil
Mechanism is not applicable to the Company.

PARTICULARS OF RELATED PARTY TRANSACTIONS

During the year ended 31st March, 2023, material contracts, arrangements or transactions has

been entered by the company with its related parties pursuant to Section 188 of the Companies
Act, 2013 has been specified in Form AOC-2 attached with the Balance sheet.

NOTE ON SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES

The Company does not have any subsidiaries, joint ventures or associate Companies during the
period under review.

However, the company has approved the incorporation of a Wholly Owned Subsidiary in
Singapore with the name Workmates Core2Cloud Pte. Ltd on 29th July, 2024.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

PARTICULARS OF EMPLOYEES

None of the employees of the Company are covered by the provisions contained in Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CSR POLICY

As per the Section 135 of the Companies Act, 2013 and Rules made there under the provisions in
respect of Corporate Social Responsibility is not applicable to the Company.

MAINTENANCE OF COST RECORDS

As per Section 148(1) of the Companies Act and rules made thereunder a disclosure as for
maintenance of cost records as specified by the Central Government is not applicable to the
Company.

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

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 to the extent applicable to it, so as to provide a safe environment for women
employees working in the organization.

The Company has also formed an Internal Complain Committee as per the Act.

ACKNOWLEDGEMENT

The Directors record their appreciation for the assistance rendered to the Company by its
Members, Banks, and various authorities under the Central and State Governments.

Date: 02/09/2024 For and on behalf of the Board

Place: Kolkata Workmates Core2cloud Solution Private Limited

Prajnashree Mohapatra Debasish Sarkar

Director Director

DEN: 08279321 DIN: 01044732

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