2. BUSINESS PERFORMANCE:

Standalone:

During this year, your Company has achieved a turnover of Rs. 119.61 Lakhs as against Rs. 2493.07 Lakhs in the previous year. Your Company has incurred loss of Rs. 560.87 Lakhs as compared to last year loss of Rs. 37460.89 Lakhs.

Consolidated:

During this year, your Company has achieved a turnover of Rs. 119.61 Lakhs as against Rs. 2493.07 Lakhs in the previous year. Your Company has incurred loss of Rs. 774.23 Lakhs as compared to last year loss of Rs. 37,477.19 Lakhs.

3. DIVIDEND:

Your Company is under Corporate Insolvency Resolution Process (CIRP) and incurring losses, the Board of Directors (suspended during CIRP) does not recommend any dividend for the year 2024-25.

4. TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves during the year under review.

5. PUBLIC DEPOSITS:

The Company has not accepted or renewed any fixed deposits during the period under review. It has not accepted any deposits from the public within the meaning of the provisions of Section 73 of the Companies Act, 2013 and Rules made thereunder. Therefore, it is not required to furnish information in respect of outstanding deposits under nonbanking, non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts) Rules, 2014.

6. 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 AND DETAILS OF SIGNIFICANT AND MATERIAL GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

An application for Corporate Insolvency Resolution Process of Compuage Infocom Limited was filed by Plus Plus Unified Engaugement Services Private Limited under Section 7 of the Insolvency and Bankruptcy Code, 2016, ("Code") being CP No. CP(IB)329/MB/2023. The said application was admitted by the Hon'ble NCLT, Mumbai Bench vide Order dated 02.11.2023 ("CIRP Order").

Further, the Hon'ble National Company Law Tribunal, Mumbai Bench, ("NCLT") has also approved the appointment of Mr. Arun Kapoor was appointed as the Interim Resolution Professional (IRP). Further, the Hon'ble NCLT, Mumbai Bench has passed an order dated 29.04.2024 (order received on 09.05.2024), to replace IRP Mr. Arun Kapoor (IBBI/IPA-003/IP-N00030/2017-18/10230) and has appointed Mr. Gajesh Labhchand Jain (Registration no. IBBI/IPA-001/IP-P-01697/2019-2020/12588) as new Resolution Professional (RP) under the Code in matter of CIRP of M/s Compuage Infocom Limited to conduct the CIRP of the Company admitted under section 7 of the Insolvency and Bankruptcy Code 2016.

7. SUBSIDIARY COMPANY:

Compuage Infocom (S) Pte. Ltd.:

Compuage Infocom (S) Pte. Ltd. is a wholly-owned subsidiary of the Company. There was no business activity in the Subsidiary Company during the year.

In accordance with Section 129(3) of the Companies Act, 2013 (hereinafter referred to as "Act"), a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is appended as Annexure "A" to the Directors' Report.

Further, no new subsidiary was acquired nor any subsidiary ceased to exist during the year under review.

8. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company and its subsidiary, prepared in accordance with the Act and applicable Accounting Standards along with all relevant documents and the Auditors' Report, form part of the Annual Report.

9. SHARE CAPITAL:

Capital Structure of the Company during the under review as below:

a] Authorized Capital: The Authorized share capital of the Company as on March 31, 2025 stood at ' 3030.07 lakhs comprising of 9,62,70,000 Equity shares of Rs. 2/- each, 46,65,600 Preference shares of Rs.0.10 each and 1,10,00,000 Preference shares of Rs. 10/- each.

[b] Paid-up Capital: The paid-up share capital of the Company as on March 31, 2025 stood at 1715.36 lakhs comprising of 8,57,68,064 equity shares of Rs. 2/- each

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors:

As on 31^st March, 2025, the Suspended Board of Directors consists of 2 members, and both are Executive Directors.

The Suspended Board of Directors of the Company as on 31st March, 2025 comprised of Two Executive Directors-:

(i) Mr. Atul H. Mehta (DIN: 00716869) (Chairman and Managing Director) and

(ii) Mr. Bhavesh H. Mehta (DIN: 00740861) (Whole-Time Director) and Chief Financial Officer and Chief Operating officer.

Upon initiation of the Corporate Insolvency Resolution Process (CIRP), no independent meeting of the Directors has been convened, as the powers of the Board stand suspended in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. Consequently, all functions and responsibilities of the Board are being exercised by the Resolution Professional, leaving no scope or requirement for the Directors to hold independent meetings during the CIRP period.

None of the Directors are disqualified under the provisions of the Companies Act, 2013.

Key Managerial Personnel:

Pursuant to the provisions of Section 2(51) and 203 of the Act, the following persons are the Key Managerial Personnel of the Company as on date 31^st March, 2024:

- Mr. Atul H. Mehta - Managing Director

- Mr. Bhavesh H. Mehta - Whole-Time Director & Chief Financial Officer Changes in Key Managerial Personnel

During the year under review, there is no change in the Key Managerial Personnel (KMP) of the Company in terms of the provisions of Section 2(51) and 203 of the Companies Act, 2013.

11. PERFORMANCE EVALUATION OF THE BOARD AND IT'S COMMITTEES:

The Company had devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors prior to CIRP.

However, the powers of Board of Directors of the Company stand suspended effective from the CIRP commencement date and such powers along with the management of affairs of the Company are vested with the RP in accordance with the provisions of the Insolvency Code read with Regulation of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Hon'ble NCLT, Mumbai Bench vide Order dated 02.11.2023 ("CIRP Order") appointed Mr. Arun Kapoor as the Interim Resolution Professional (IRP). Further, the Hon'ble NCLT, Mumbai Bench has passed an order dated 29.04.2024 (order received on 09.05.2024), to replace IRP Mr. Arun Kapoor

(IBBI/IPA-003/IP-N00030/2017-18/10230) and has appointed Mr. Gajesh Labhchand Jain (Registration no. IBBI/IPA-001/IP-P-01697/2019-2020/12588) as new Resolution Professional (RP).

After replacement of IRP, Mr. Gajesh Labhchand Jain in his capacity as RP took control and custody of the management and operation of the company from 29^th April, 2024 Consequently, all actions that are deemed to be taken by Board of Directors have been given effect by RP during the continuance of the CIRP as per the provisions of the IBC. The report attached is for the purpose of compliance and discharging the duties under the CIRP, as governed by the Code.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

As Company is in CIRP, the Board of Directors have been suspended w.e.f. 2^nd November, 2023 all the powers are vested with the IRP/RP appointed by the Hon'ble NCLT, Mumbai Bench, vide order dated 2^nd November, 2023.

During the year under review, no Board Meetings were convened, as the Company was undergoing the Corporate Insolvency Resolution Process (CIRP). In accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, the powers of the Board of Directors stood suspended from the commencement of CIRP. Consequently, all strategic, operational, and decision-making functions of the Board, along with the management of the affairs of the Company, were vested exclusively in the Resolution Professional.

Further, pursuant to Sections 17 and 23 of the Insolvency and Bankruptcy Code, 2016, read with Regulations 15(2A) and 15(2B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Resolution Professional exercised all powers and responsibilities of the Board during the CIRP period. As a result, there was no scope or requirement for the Directors to hold any meetings during this period.

13. COMMITTEES OF THE BOARD

The Suspended Board of Directors had the following Committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders' Relationship Committee

iv. Corporate Social Responsibility Committee.

The details of the Committees along with their composition, number of meetings, terms of reference and attendance of members at the meetings are provided in the Corporate Governance Report which forms part of this Annual Report.

The powers of Board of Directors of the Company stand suspended effective from the CIRP commencement date and such powers along with the management of affairs of the Company are vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. DECLARATION BY INDEPENDENT DIRECTORS:

As on March 31, 2025 there is no Independent Directors on board and since the Directors are suspended, no declarations need to be submitted by Independent Directors.

The powers of Board of Directors of the Company stand suspended effective from the CIRP commencement date and such powers along with the management of affairs of the Company are vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. CORPORATE SOCIAL RESPONSIBILITY:

In compliance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Board of the Company had formed Corporate Social Responsibility ("CSR") Committee, prior to initiation of CIRP. Details of CSR Committee along with their composition, number of meetings, terms of reference and attendance of members at the meetings are provided in the Corporate Governance Report. The policy on CSR as approved by the erstwhile Board of Directors is also uploaded on the website of the Company.

During FY 2024-25, your Company did not meet the applicability criteria specified u/s. 135(1) of the Companies Act, 2013.

Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, have been annexed as Annexure -B and forms integral part of this Report.

The powers of Board of Directors of the Company stand suspended effective from the CIRP commencement date and such powers along with the management of affairs of the Company are vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

16. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, copy of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is placed on the website of the Company at www.compuageindia.com

17. CORPORATE GOVERNANCE:

A separate report on Corporate Governance regarding compliance of the conditions of Corporate Governance as stipulated in Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with the Stock Exchanges, are enclosed as appended as "Annexure "C" forming part of this Report.

18. MANAGEMENT DISCUSSION AND ANALYSIS:

A report on Management Discussion and Analysis which includes details on the state of affairs of the Company as required under the Regulation 34(2)(e) of the Listing Regulations forms part of the Annual Report.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under the Act, read with the Companies (Accounts) Rules, 2014 is given hereunder:

A. Conservation of energy:

Your Company is primarily engaged in marketing and trading activities and has not consumed energy of any significant level and hence no additional investment is required to be made for reduction of energy consumption. However, the Company will continue with its efforts to conserve the energy.

B. Technology absorption:

The Company's operations do not require significant absorption of technology.

C. Earnings And Outgo in Foreign Exchange:

20. PREVENTION AND REDRESSAL OF SEXUAL HARRASSEMENT AT WORK PLACE:

The Company is committed to provide a safe and conducive work environment to its employees and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder and there were no complaints during the year under review.

21. DISCLOSURE IN ACCORDANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961:

The Company has adopted policies to ensure that all eligible women employees are granted maternity leave and other related benefits as per the statutory provisions prior to initiation of CIRP.

As of the year-end date, the company did not have any employees. Accordingly, the provisions of the Maternity Benefit Act, 1961 are not applicable to the company .

22. PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure "D" and forms part of this Report.

Relations with employees remained to be cordial. Your Company had 2 employees as of 31st March 2025.

23. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR:

Female: 0 Male: 2 Transgender: 0

24. INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROLS:

The Company has a robust system of internal control, the effectiveness of which is tested by the process of internal audit. Your Company through internal audit under the supervision of the Resolution Professional reviews the risk management process, risk mitigation plans and risk reporting.

The adequacy and effectiveness of Internal Financial Controls have been endorsed by the Internal Auditor and the Statutory Auditors.

25. INTERNAL FINANCIAL CONTROL SYSTEMS & THEIR ADEQUACY:

Your Company has instituted an internal control system for all its units to ensure efficiency of operations, financial reporting, proper recording and safeguarding of assets, compliance with applicable laws and regulations, etc.

26. STATUTORY AUDITORS:

In accordance with Section 139 of the Companies Act, 2013, the Members of the Company in its 23^rd Annual General Meeting, held on 30^th August, 2022 had appointed M/s. Bhogilal C. Shah & Co., Chartered Accountants, having Firm Registration No.101424W, as the Statutory Auditors of the Company to hold the office for a period of 5 (five) consecutive years from the conclusion of 23^rd AGM till the conclusion of 28th AGM of the Company. The requirement for annual ratification of Auditor's appointment at the AGM had been omitted pursuant to Companies (Amendment) Act, 2017 notified on 7^th May, 2018. During the year, the Auditors' had confirmed that they satisfy the independence criteria required under the Act.

machinery, inventories, trade receivable, doubtful debts, trade payable and other payables, which effects to Going Concern aspects of the company and Resolution Professional's responses on such matters is self-explanatory.

27. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Resolution Professional, had appointed Dhruti Satia & Co., Practicing Company Secretaries, Firm to conduct Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report in form MR-3, for the financial year 2024-25, forms part of the Directors' Report, appended as Annexure "E".

Further, the Annual Secretarial Compliance Report for the financial year ended 31^st March, 2025, in relation to compliance of all applicable SEBI Regulations / circulars / guidelines issued thereunder.

The Resolution Professional responses to the qualifications of the Secretarial Audit are as under: Regarding qualification no. 1 to 16.

Currently, the company is under CIRP, and board is suspended vide National Company Law Tribunal (NCLT), Mumbai bench order dated 02^nd November, 2023. Consequently, the board of directors has been suspended, and no board meetings have been conducted since the suspension. To the best extent possible, the company is actively working to comply with all applicable regulations during this process.

28. COST AUDIT:

The provisions of Section 148 of the Act are not applicable to the Company and accordingly the Company is not required to maintain cost accounts and records for the financial year ended 31^st March, 2025.

29. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company to the Audit Committee under Section 143(12) of the Act.

30. RELATED PARTY:

All transactions entered with Related Parties for the year under review were on arm's length basis and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required. Further, there are no material related party transactions during the year under review as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and adopted by the Board of Directors in the Related Party Transactions Policy of the Company.

All related party transactions are mentioned in the notes to the accounts. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.

All Related Party Transactions are placed before the Resolution Professional, if required, for approval. Transactions entered into pursuant to omnibus approval are verified.

In line with the provisions of the Act and the Listing Regulations, the Policy for determining RPT and their Materiality was suitably amended and approved by the Board which is placed on the website of the Company at www.compuageindia.com.

31. LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees and investments under the provisions of Section 186 of the Act have been disclosed in Notes to the Financial Statements provided in this Annual Report.

32. FAMILIARIZATION PROGRAMME:

As on March 31, 2025 there are no Independent Directors on board and since the Independent Directors have ceased to be Directors, programmes for familiarization of the Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are not available on the Company's website.

33. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Sub-section (5) of Section 134 of the Companies Act, 2013 with respect to the Director's Responsibility Statement, it is here by confirmed that:

i. In the preparation of the Annual Accounts for the year ended 31st March, 2025 the applicable accounting standards read with requirements set out under Schedule III of the Act have been followed and no material departures have been made from the same;

ii. Appropriate Accounting Policies have been selected and applied consistently and have 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, 2025 and of the profit of the Company for that year ended on that date except to the extent mentioned in notes to accounts;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Annual Accounts have been prepared on a going concern basis subject to the remarks of the Statutory Auditor.

v. The internal financial controls to be followed by the Company had been laid down and that such internal financial controls are adequate and were operating effectively;

vi. The proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

34. INSURANCE AND RISK MANAGEMENT:

Risk Management is integral to your Company's strategy and for the achievement of our long-term goals. The Company regularly identifies uncertainties and after assessing them, devises short and long term actions to mitigate any risk which could materially impact your Company's goals.

The risk assessment includes review of strategic risks at domestic and international level including sectoral developments, risks related to market competition, financial, geographical, political and reputational issues, environment, social and governance risks and cyber security risks. The Company is well aware of these risks and challenges and has put in place mechanisms to ensure that they are managed and mitigated with adequate timely actions.

35. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company believes in the conduct of the affairs of the Company in a fair and transparent manner by adopting high standards of professionalism, honesty, integrity and ethical behaviour. It has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistle Blower Policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. However, the company is in CIRP so no such committee members looking after the said mechanism. In the absence of committee, it is the duty of BOD to look after vigil mechanism however they are also suspended.

36. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

The details of applications made by your Company or against your company under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year, 31^st March 2025 are as follows:

37. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

M/s. Plus Plus Engagement Services Pvt Ltd (financial creditor) filed petition against your company under section 7 of Insolvency and Bankruptcy Code, 2016 ('IBC) for resolution of an unresolved Financial outstanding amount of Rs. 1,68,66,164//- as on 31.03.2022.

Thereafter, In accordance with the applicable provisions of the Insolvency and Bankruptcy Code 2016 ("IBC/Code"), the Corporate Insolvency Resolution Process ("CIRP Process") of Compuage Infocom Limited ("Company") was initiated vide Hon'ble National Company Law Tribunal, Mumbai bench order dated 02/11/2023. Currently, your company is under CIRP.

38. ACKNOWLEDGEMENT

Resolution Professional wishes to acknowledge the co-operation and support extended by the managerial personnel and consultants of the company.

For and on behalf of the Board (suspended during CIRP)

For Compuage Infocom Limited (Under CIRP),