Your directors are pleased to share with you the 14^th Annual Report on the
business and operations of the Company together with the Audited Statement
of Accounts of LOGICIEL SOLUTIONS LIMITED for the financial year ended
March 31, 2025, along with material changes and commitments affecting the
financial position of the Company, which have occurred between the financial
year of the Company to which the Balance Sheet relates and the Date of this
Report.

FINANCIAL PERFORMANCE

The Company’s financial performance for the year ended 31st March, 2025 and
the corresponding figures for the last financial year is summarized below:'

RESULT OF OPERATIONS AND THE STATE OF COMPANY’S
AFFAIRS

The Company is engaged in the business of providing consultancy, trading,
import, export & marketing of Computer software development, IT & IT enabled
services, hardware and to depute personnel to develop and design software in
India and abroad and to start integrated Services, Digital Local Areas Network,
Technology parks in India and abroad. The Company currently operates from

^m its registered office situated at H.No. 9-A, Main Road Sunder Nagar-141007,
Ludhiana, Punjab.

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.
209,055,000/- for the year ended 31st March, 2025 as against
INR. 169,362,000 /- for the year ended 31st March, 2024. The Company has
earned profits to the tune of INR. 51,681,000/- during the year ended 31st
March, 2025 as against the profits of INR. 40,814,000 /- in previous year
ended 31st March, 2024.

There is no change in the business of the Company during the financial year
ended on March 31, 2025.

DIVIDEND

To strengthen the long-term prospects and ensuring sustainable increase in
revenue, it is important for your Company to evaluate various opportunities in
which your Company operates. Keeping in mind expansion activities,
conservation of funds is of vital importance. Your directors do not recommend
any dividend for the year ended 31st March, 2025.

TRANSFER TO RESERVES

An amount of INR. 5,16,81,282/- has been transferred to balance of Reserves
and Surplus for the Financial Year ended 31^st March, 2025.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company during the year
under review. The Company continues to be in the same line of business as per
its main objects.

Moreover, the company has converted itself from “Private Limited” to “Public
Limited” company w.e.f. 30^th January, 2025.

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

^ The Company has passed special resolution for the approval of SME IPO, in
the Extra Ordinary General Meeting held on 14^th April, 2025.

S The Corporate guarantee given by the Company to Kotak Mahindra Bank
tosecure the borrowings obtained by ‘Cyberstar Educational Society’ has been
released w.e.f. 19^th July, 2025.

KEY EVENTS HELD DURING THE YEAR UNDER REVIEW AND
UPTO THE DATE OF THIS REPORT

^ INCREASE IN THE AUTHORISED SHARE CAPITAL

As on 31^st March, 2024, the Authorized Share Capital of the Company was INR.

1.00. 000 (Indian Rupees One Lac only) divided into 10,000 (Ten Thousand)
equity Share of INR. 10/- (Indian Rupees Ten) each.

Same was increased from INR. 1,00,000 (Indian Rupees One Lac only) to INR.

10.00. 00.000 (Indian Rupees Ten Crore only) divided into 1,00,00,000 Equity
Shares of INR. 10/- each by creation of further 99,90,000 Equity shares of INR.
10/- each aggregating to INR. 9,99,00,000 (Indian Rupees Nine Crore Ninety-
Nine Lacs Only), with the approval of members in the Extra Ordinary General
Meeting held on 17^th July, 2024.

Each ranking pari passu in all respects with the existing Equity Shares.
Consequent to which Clause V of the Memorandum of Association altered
accordingly.

Form SH-7 has been filed on 18^th July, 2024 which is within the prescribed
timeline of 30 days.

As on 31^st March, 2025, the Authorized Share Capital of the Company was INR.

10.00. 00.000 (Rupees Ten Crore onJyKdivided into 1,00,00,000 Equity Shares

of Rs. 10/- each. /

^ INCREASE IN PAID UP SHARE CAPITAL OF THE COMPANY

During the said financial year, the paid-up share capital of the company has
increased thrice as per the given details:

♦> Issuance of 1072 Equity Shares on private placement basis in the Extra
Ordinary General meeting held on 15^th July, 2024. Same were allotted in
the Board Meeting held on 10^th August, 2024.

? Issuance of 475 Equity Shares on private placement basis in the Extra
Ordinary General meeting held on 2^nd September, 2024. Same were
allotted in the Board Meeting held on 13^th September, 2024.

? Capitalization of reserves to the tune of INR. 5,76,19,530/- by issuing
5761953 Bonus shares in the ratio of 499:1 in the Extra Ordinary
General meeting held on 29^th January, 2025 and same were allotted in
the Board Meeting held on 30^th January, 2025.

^ ADOPTION OF MEMORANDUM OF ASSOCIATION 6s ARTICLES OF
ASSOCIATION AS PER THE COMPANIES ACT, 2013

The company has adopted Memorandum of Association & Articles of
Association as per the Companies Act, 2013 in the Extra Ordinary General
Meeting held on 14^th December, 2024.

^ CONVERSION OF PRIVATE LIMITED COMPANY INTO PUBLIC LIMITED
COMPANY

The shareholders of the company at Extra-Ordinary General Meeting held on
14^th December, 2024 approved the proposal for the conversion of Private
Company into Public Limited Company through Special Resolution, consequent
to which Article of Association and Memorandum of Association were altered
and relevant forms were fried.

The conversion was approved by the ROC vide its order dated 30^th January,
2025.

? ALTERATION OF ARTICLES OF ASSOCIATION OF COMPANY BY WAY OF
INSERTION OF 5 MAJOR CLAUSES W.R.T. IPO

The Articles of Association of the company were altered by way of special
resolution passed in the Extra-Ordinary General Meeting held on 14^th April,
2025 by way of insertion of 5 additional articles as mandated under Securities
Contract Regulation Act 1956 (SCRA, 1956)

? APPOINTMENT OF REGISTRAR 8s SHARE TRANSFER AGENT

During the period under consideration, Maashitla Securities Private Limited,
was appointed as the REGISTRAR & SHARE TRANSFER AGENT for providing
connectivity with NSDL 8s CDSL w.e.f. 5^th September, 2024.

^ DEMAT CONNECTIVITY/ISIN

The company has obtained demat connectivity from CDSL & NSDL vide ISIN
activation letter dated 23^rd January, 2025. The ISIN of the Company is
NE1BA901016

CAPITAL STRUCTURE & CHANGES THEREIN

/ AUTHORISED SHARE CAPITAL

The present Authorized Share Capital of the Company is INR. 100,000,000/-
(Indian Rupees Ten Crore Only) divided into 10,000,000 (One Crore) Equity
Shares of INR. 10/- (Indian Rupees Ten only) each.

During the period under review, the Authorised Share Capital of the Company
has been increased from INR. 100,000/- (Indian Rupees One Lac Only) divided
into 10,000 (Ten Thousand) Equity Shares of INR. 10/- (Indian Rupees Ten
Only) each to INR. 100,000,000 (Indian Rupees Ten Crore Only) divided into

10,000,000 (One Crore) Equity Shares of INR. 10/- (Indian Rupees Ten only)
each dated 17^th July, 2024.

? ISSUED, PAID-UP 86 SUBSCRIBED SHARE CAPITAL

The present Issued, Paid-up and Subscribed Share Capital of the Company is
INR. 57,735,000 (Indian Rupees Five Crore Seventy Seven Lakh Thirty Five
thousand Only) divided into 5773-500 (Fifty Seven lakh Seventy Three
Thousand and Five Hundred) Equity Shares^G^NR. 10/- (India^^^^^Ten
only) each. / I

During the period under review, the changes in the Paid up and Subscribed
Capital of the Company took place on account of following occasions namely:

PREFERENTIAL ISSUE:

> Allotment of 1,072 Equity Shares of INR. 10/- each, on a preferential basis
at an issue price of INR. 55,000/- per Equity Share (including premium of
INR. 54,990/- per Equity Share) dated 10^th August, 2024 and

> Allotment of 475 Equity Shares of INR. 10/- each, on a preferential basis at
an issue price of INR. 80,000/- per Equity Share (including premium of
INR. 79,990/- per Equity Share).

BONUS ISSUE:

Allotment of 5761953 Equity Shares of the face value of INR. 10/- each as fully
paid Bonus Shares dated 30^th January, 2025.

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

SUBSIDIARIES, JOINT VENTURES AND 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.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

V APPOINTMENT/ RE-APPOINTMENT

During the year under review, the Company has appointed Mr. Rupinder Singh
(DIN: 10862557), Mr. Vishal Kant (DIN: 10862556) and Ms. Ginny Bawa (DIN:
10862555) as an Independent Directors (Non-Executive) w.e.f. 14^th December,

2024 and Ms. Geetanjali as Company secretary w.e.f. 26^th February, 2U2b and
Ms. Lateesh Sharma as Chief Financial Officer (CFO) with effect from 15th
February, 2025.

^ CHANGE IN DESIGNATION

During the year under review, change in the designation of the following
Directors took place:

a) Change in the designation of Mr. Prem Lai Sharma (DIN: 06568794) to
the extent of re-classification of category from Executive Director to Non-
Executive Director and Chairman of the Company in the Board Meeting
dated 15^th February, 2025.

b) Change in the designation of Mr. Ajay Sharma (DIN: 03550246) by Virtue
of his appointment as Whole Time Director and Key Managerial
Personnels of the Company in the Board Meeting dated 15^th February,
2025 which was subject to approval of the shareholders in the General
Meeting of the Company held on 14^th April, 2025.

c) Change in the designation of Mr. Umesh Sharma (DIN: 03550371) by
Virtue of his appointment as Managing Director and Key Managerial
Personnel of the Company in the Board Meeting dated 15^th February,
2025 which was subject to approval of the shareholders in the General
Meeting of the Company held on 14^th April, 2025.

V RETIRE BY ROTATION

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Umesh
Sharma (DIN: 03550371) is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re-appointment. Your
directors recommended his re-appointment on recommendation made by the
Nomination and Remuneration Committee.

V CESSATION

During the year under review, Ms. Shrish Sharma has resigned and ceased to
be the Chief Financial Officer (CFO) of the company with effect from 15th
February, 2025 and Ms. Ginny Bawa (DIN: 10862555) has resigned and ceased
to be the Independent Directors (Non-Executive) of the Company w.e.f. 31^st
March, 2025 respectively. / \

COMPOSITION OF BOARD OF DIRECTORS

The Board of Directors along with its committees provide leadership and
guidance to the Management and directs and supervises the performance of
the Company, thereby enhancing stakeholder value.

The Board has a fiduciary relationship in ensuring that the rights of all
stakeholders are protected. The Board of Logiciel comprises of Executive
(Whole-Time) and Non-Executive Directors. Managing Director, Independent
Directors are eminent persons with proven record in diverse areas The Board of
Directors as on March 31, 2025, comprised of 6 Directors.

As on 31st March, 2025 & the date of this report, the Board consists of
the following Directors/KMP:

*Mr. Umesh Sharma was appointed as Managing Director of the Company
w.e.f. 15-02-2025 with the approval of members in the Extra Ordinary
General Meeting held on 14th April, 2025.

**Mr. Ajay Sharma was appointed as Whole Time Director of the Company
w.e.f. 15-02-2025 with the approval of members in the Extra Ordinary
General Meeting held on 14th April, 2025.

Further, there was no other change proposed or done in the composition of
Board of Directors from the financial year ended on 31-03-2025 up to the date
of signing of the financial statements and the Boards’ Report, except the ones
stated above

DECLARATION BY INDEPENDENT DIRECTORS

The Company has 02 (Two) Independent Directors namely Mr. Rupinder Singh
(DIN: 10862557) and Mr. Vishal Kant (DIN: 10862556) as on the financial year
end date. The Company has received a declaration from Mr. Rupinder Singh
and Mr. Vishal Kant, as stipulated 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.

Further, names of both the IndependefiT^Dire^teg^j^ave been registe^^U^^^J
Independent Director’s Databank of Minisvry/^^errpq^^e Affairs, NjJv

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COMMITTEES OF THE BOARD

The Board of Directors has constituted following five committees:

S Audit Committee;

S Nomination and Remuneration Committee;

S Stakeholder’s Relationship Committee;

S Corporate Social Responsibility Committee and
S SME Initial Public Offer (IPO) Committee

MEETING OF BOARD OF DIRECTORS AND COMMITTEES

A. Number of Board Meetings conducted during the year under review-

Regular meetings of the Board were held to discuss and decide on various
business policies, strategies, financial matters and other businesses. The
Board of Directors met 17 (Seventeen) times during the financial year ended
on March 31, 2025 in accordance with the provisions of the Companies Act,
2013 and rules made thereunder. The intervening gap between two board
meetings was within the period prescribed under the Companies Act, 2013 and
as per Secretarial Standard-1. The prescribed quorum was present for all the
Meetings and Directors of the Company actively participated in the meetings
and contributed valuable inputs on the matters brought before the Board of
Directors from time to time.

B. Committee Meetings conducted during the year under review-
S Audit Committee

The Company has formed audit committee in line with the provisions of Section
177 of the Companies Act, 2013. Audit Committee has met once i.e. on 19-03-
2025 during the period under review.

The composition of the Committee and the details of meetings attended by its
members are given below:

S Nomination & Remuneration Committee

The Company has formed Nomination and Remuneration Committee in line
with the provisions of Section 178 of the Companies Act, 2013. Nomination and
Remuneration Committee met once i.e. on 19-03-2025 during the period
under review.

The composition of the Committee and the details of meetings attended by its
members are given below:

v' Stakeholders Relationship Committee

The Company has formed Stakeholders Relationship Committee in line with the
provisions of Section 178 of the Companies Act, 2013. No meeting of
Stakeholders Relationship Committee was held during the period under review.

The composition of the Committee and/thej dotgJ^j^J^ieetings attend^J^its
members are given below: / I

S Corporate Social Responsibility (CSR) Committee

The Company has formed Corporate Social Responsibility (CSR) Committee in
line with the provisions of Section 135 of the Companies Act, 2013. Corporate
Social Responsibility (CSR) Committee met twice i.e. on 31-05-2024 & 26-02-
2025 during the period under review.

The composition of the Committee and the details of meetings attended by its
members are given below:

S SME Initial Public Offer (IPO) Committee

The Company has formed SME Initial Public Offer (IPO) Committee w.e.f. 19^th
March, 2025.

The composition of the Committee and/ffte details of meetings attended by its
members are given below: /

MEETING OF MEMBERS OF THE COMPANY

During the financial year ended 31^st March, 2025, following meetings of the
members were held as per the given details:

ANNUAL GENERAL MEETING: 30^th September, 2024

EXTRA ORDINARY GENERAL MEETING: 30^th April, 2024; 15^th July, 2024;
17^th July, 2024; 2^nd September, 2025; 14^th December, 2024; 29^th January,
2025

STATEMENT CONCERNING DEVELOPMENT AND
IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY

The Company has developed and implemented a Risk Management Policy that
ensures appropriate management of risks in line with its internal systems and
culture. The same has also been adopted by your Board and is also subject to
its review from time to time. Risk mitigation process and measures have been
also formulated and clearly spelled out in the said policy.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE
COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES

As per Section 135 of the Companies Act, 2013 the Company fall under the
mandatory bracket of Corporate Social Responsibility. The Company has in
place a Corporate Social Responsibility Policy pursuant to the provisions of
Section 135 of the Companies Act, 20 73 mad wjLth^the Companies (Corporate
Social Responsibility Policy) Rules, 201/4. I

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This being our first full year of CSR operations, we established the required
governance infrastructure under Section 135 of the Companies Act, 2013,
forming a Board-approved CSR Committee, finalizing a formal CSR Policy, and
allocating 2% of average net profits in alignment with Schedule VII of the
Companies Act, 2013.

Annual Report on CSR is enclosed as Annexure-A.

COMPANY’S POLICY RELATING TO DIRECTORS’

APPOINTMENT, PAYMENT OF_REMUNERATION AND

DISCHARGE OF THEIR DUTIES

Appointment of Directors on the Board of the Company is based on the
recommendations of the Nomination and Remuneration Committee. The
Committee identifies and recommends to the Board, persons for appointment
on the Board, after considering the necessary and desirable competencies.

In the case of Independent Directors (IDs), they should fulfill the criteria of
Independence and qualify the online proficiency exam conducted by IICA
within the stipulated time frame, in addition to the general criteria stated above
and getting of names registered under Independent Director’s Databank of
Ministry of Corporate Affairs.

Pursuant to the Section 178 of the Companies Act, 2013, the Company has set
up a Nomination and Remuneration Committee. The Company’s Policy on
Directors’ appointment & remuneration and criteria for determining
qualifications, positive attributes & independence of a directors is available on
the website of the Company at www.logiciel.io

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

The Company is committed to provide a safe and conducive work environment
to its employees. The company has in place a Policy for prevention of Sexual
Harassment at the Workplace in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013.

Internal Complaints Committee has been set up to redress complaints received
regarding sexual harassment in accordmici witY\ _tfie guidelines on Sexual
Harassment of Women at Workplace (Hrevetptw^^S^^ibition andqiie^Fessah
Act, 2013. /

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® The policy has been properly disseminated to all the staff members, blue-collar
workers and employees of the Company at the registered office by the
respective HR department. All employees (permanent, contractual, temporary,
trainees) are covered under this policy.

Your directors further state that during the year under review, there were no
cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy and has established the
necessary vigil mechanism for Directors and employees in confirmation with
Section 177 of the Act to facilitate reporting of the genuine concerns about
unethical or improper activity, without fear of retaliation. The vigil mechanism
of your Company provides for adequate safeguards against victimization of
whistle blowers who avail of the mechanism and also provides for direct access
to the Chairman of the Audit Committee in exceptional cases. No person has
been denied access to the Chairman of the Audit Committee. The said policy is
uploaded on the website of your Company at www.logiciel.io

EXTRACTS OF ANNUAL RETURN

The company has already 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.

Further, the annual return in Form No. MGT-7 for the financial year 2024- 25
will be available on the website of the Company www.logiciel.io in compliance
with the provisions of Section 92(3) of the Companies Act, 2013.

The due date for filing annual return for the financial year 2024-25 is within a
period of sixty days from the date of annual general meeting. Accordingly, the
Company shall file the same with the Ministry of Corporate Affairs within
prescribed time and a copy of the same shall be made available on the website
of the Company as is required in terms of Section 92(3) of the Companies Act,
2013.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year
under review falling within the meanins^oft Section 73 of the Companies Act,
2013 and the Companies (Acceptance o|Deposj^J\^|^^, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees or investments made during the Financial
Year 2024-2025, have been disclosed in the notes attached to and forming part
of the Financial Statements of the Company prepared for the Financial Year
ended on March 31, 2025, as per the provisions of Section 186 and Section
134(3)(g) 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 under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE
WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1)
OF THE SECTION 188 IN THE FORM AOC-2

The transactions entered into with related parties as defined under Section
2(76) of the Companies Act, 2013 read with companies (Specification of
Definition details) rules, 2014 were in the ordinary course of business and at
arm’s length basis. There were no materially significant transactions with
related parties during the Financial Year 2024-25 which were in conflict with
the interest of the Company. Suitable disclosures as required in Accounting
Standards (AS)-18 have been made in the notes to the financial statements.
Details of contracts/arrangements with related parties as required under
Section 188(1) and 134 (3) (h) of the Companies act, 2013 read with Rule 8(2)
of the Companies (accounts) Rules, 2014 have been disclosed in form AOC-2
and is attached as ANNEXURE-B’, which forms an integral part of this Report.

THE 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

During the period under review, there were no significant and material orders
passed by the regulators or Courts or Tribunals which can adversely impact
the going concern status of the Company and its operations in future.

PARTICULARS OF EMPLOYEES ^

--- f 1

None of the Employees of the Company was inj m^ipt

was more than the limits as prescribed unffiiy^^N^s^tion

V iJVLV I I'wM'* J Ull’ll I

^m Companies Act, 2013 read with the Companies (Particulars of Employees)
Rules, 1975 and hence no particulars are required to be disclosed in this
Report.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND

Pursuant to the Section 124 applicable provisions of the Companies Act, 2013,
read with the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all the unpaid or
unclaimed dividends are required to be transferred to the IEPF established by
the Central Government, upon completion of seven (7) years.

Further, according to the Investor Education & Protection Fund ("IEPF") Rules,
the shares in respect of which dividend has not been paid or claimed by the
Shareholders for seven (7) consecutive years or more shall also be transferred
to the demat account created by the IEPF Authority.

Your Company does not have any unpaid or unclaimed dividend or shares
relating thereto which is required to be transferred to the IEPF as on the date
of this Report.

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

Your directors wish to present the details of conservation of energy, technology
absorption, foreign exchange Earning and outgo for the period under review:

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:

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

(C) Foreign Exchange Earnings and Outgo:

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company is not required to appoint an Internal Auditor. However, Your
Company prepares and maintains its accounts fairly and accurately and in
accordance with the accounting and financial reporting standards which
represent the generally accepted guidelines, principles, standards, laws and
regulations.

The Company has a well-defined Internal Control Systems & Standards that
is/are adequate and commensurate with the size, complexity and nature of
business. Clear roles, responsibilities and authorities coupled with internal
information systems ensure appropriate information flow to facilitate effective
monitoring. We have always believed that transparency, system and controls
are important factors in the success and growth of any organization.

Adequate controls are established to achieve:

—> effectiveness and efficiency in operations;

—» optimum utilization of resources;

—> reliability of financial reporting; and

—^effective monitoring and compliance with applicable laws, rules and
regulations.

STATUTORY AUDITORS AND STATUTORY AUDIT REPORT

In the 9th Annual General Meeting (AGM) held on 30th December, 2020 M/s.
Mehta Sharma and Associates Chartered Accountants, (Firm Registration No.:
018946N), were appointed as statutory auditors of the Company to hold office
for a term of 5 (five) consecutive years until the conclusion of the Annual
General Meeting of the Company to be held in the year 2025. M/s. Mehta
Sharma and Associates Chartered Accountants, (Firm Registration No.:
018946N), has resigned as Statutory Auditors of the Company with effect from
15th March, 2025 due to increasing professional commitments and personal
obligations consequentially leading to casual vacancy in the office of Statutory
Auditors of the Company.

The Company has appointed M/s. Raman Chawla 86 Associates (FRN:
035543N), Chartered Accountants as Statutory Auditors of the Company for
financial year 2024-25 to fill the casual vacancy in the office of Company’s
Statutory Auditor caused due to resignati'oi^ of tl^-^^tutory Auditors, M/s.
Mehta Sharma and Associates Chartered/Acrou^S^^ Registrajieg^jsu

018946N)and they shall hold the office uniil/^he; concision orN^f^Anrm^^v

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General Meeting ot the Company to be held lor the financial year ended on
March 31, 2025.

The Board of Directors of the Company (the Board), at its meeting held on 19th
March, 2025, considering the experience and expertise and based on the
recommendation of the Audit Committee, has proposed to the Members of the
Company, appointment of M/s. Raman Chawla & Associates (FRN: 035543N),
Chartered Accountants (Peer Reviewed Auditor/Firm), as Statutory Auditors of
the Company. The proposed appointment is for a term of 5 (five) consecutive
years from the conclusion of 14th AGM till the conclusion of the 19th AGM on
payment of such remuneration as may be mutually agreed upon between the
Board of Directors and the Statutory Auditors, from time to time.

Pursuant to Section 139 of the Companies Act, 2013 (the Act) and the Rules
framed thereunder, the Company has received written consent from M/s.
Raman Chawla & Associates (FRN: 035543N), Chartered Accountants and a
certificate that they satisfy the criteria provided under Section 141 of the Act
and that the appointment, if made, shall be in accordance with the applicable
provisions of the Act and Rules framed thereunder.

STATUTORY AUDIT REPORT

The Auditors Report for the financial year ended on March 31, 2025 have been
provided in Financial Statements forming part of this Annual Report.

The report of the Statutory Auditor does not contain any qualification,
reservation, adverse remark or disclaimer. The observations made in the
Auditors Report are self-explanatory and therefore do not call for any further
comments.

HUMAN RESOURCES

Given the knowledge-intensive nature of your Company’s activities, human
resources are among its most critical assets. Company’s ongoing endeavor has
been towards being an employee friendly organization which in turn will have a
positive impact on the employee’s motivation, morale and there by their
contribution towards the larger goal of the organization to be the “Best in
Class” by increased productivity, improved quality and continue to add
business value and enhanced customer satisfaction.

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 Huhic.n Resources commensurate
with the size, nature and operation of the compam'.

/O/ a

^p DETAILS OF FRAUD REPORT BY AUDITOR

There was no instance of fraud during the year under review, which required
the Statutory Auditors to report to the Audit Committee and / or Board under
Section 143(12) of Act and Rules framed thereunder.

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 31^st March, 2025.

COST AUDIT AND MAINTENANCE OF COST RECORDS

Cost Audit as prescribed under the provisions of Section 148(1) of the
Companies Act, 2013 is not applicable for the business activities carried out by
the Company.

Also, the 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.

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, to the extent applicable on the Company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016 (31 OF 2016) AND THEIR STATUS

No application has been made under the Insolvency and Bankruptcy Code;
hence the requirement to disclose the details of application made or any
proceeding pending under the Insolvency and Bankruptcy Code, 2016 during
the year under review along with their status as at the end of the financial year
is not applicable to the Company.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOANS FROM THE
BANKS OR FINANCIAL INSTITUTION ALONGWITH THE
REASONS THEREOF

There are no such events occurred during the period from 1st April, 2024 to
31st March, 2025, thus no valuation is carried out for one-time settlement with
the Banks or Financial Institutions.

DIRECTORS* RESPONSIBILITY STATEMENT

The Financial Statements of the Company were prepared in accordance with
Indian Accounting Standards (Ind AS). In terms of Section 134(5) of the
Companies Act, 2013, the Directors would like to state/confirm:

a) That in the preparation of the annual accounts for the Financial Year
ended on 31st March, 2025, the applicable accounting standards have
been followed along with proper explanations relating to material
departures;

b) That appropriate accounting policies have been selected and applied
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 2024-25 and of the profit and
loss of the Company for that period;

c) 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;

d) That the annual accounts for the Financial Year ended on 31st March,
2025 have been prepared on a going concern basis;

e) that proper internal financial controls to be followed by the company
were laid down and such internal financial control are adequate and
were operating effectively.

f) That 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.

31. ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the contribution
made by the managers, employees, staff and workers at all levels, as they
sincerely believe that the growth of the Company would not have been possible
without their meticulous efforts, hard work, dedication, co-operation and
support. Your directors would like to take this opportunity to thank its
customers and vendors for their continued support, cooperation and faith
reposed in the Company.

Your directors would also like to place on record their gratitude towards its
Bankers, Ministry of Corporate Affairs and other governmental and regulatory
authorities for their support, guidance and co-operation from time to time.

For Logiciel Solutions Limited

(^5rm6riy'lmown as Logiciel Solutions Private limited)

UmeshSKarma ^^Prem'fcaT'sharma

Managing Director Director

DIN:03550371 DIN: 06568794

R/O-T4/602, Hero Homes, R/o-Plot no. 9A, B-24/4566, Main Road

Sidhwan Canal Road, Sunder Nagar, Ludhiana, Punjab-141001

Near Janpath Estate, Birmi
Ludhiana, Punjab-142027

Date: 6^th August, 2025 Date: 6^th August, 2025

Place: Ludhiana Place: Beas