For the Financial Year ended 31st March, 2026

To
The Members,

The financial results of the Company for the year ended 31st March, 2026 are summarized below:

(All figures in ? lakhs, except EPS)

During the year, your Company earned total revenue of 1968.53 lakhs. Profit before tax stood at 1432.86 lakhs, and profit for the year after tax provisions and adjustments was 1062.63 lakhs.

On a consolidated basis (including subsidiary), your Company recorded total revenue of 1968.53 lakhs and profit before tax of 1062.63 lakhs.

The Board of Directors, after reviewing the financial performance and future growth requirements of the Company, has decided to retain the entire profits earned during the financial year 2025-26 in the Profit and Loss Account. Accordingly, no dividend is recommended or declared for the financial year under review.

As on March 31, 2026, the Share Capital of the Company stood at ?33,58,55,200, comprising the following:

During the financial year 2024-25, the Company allotted 4,63,71,318 equity shares. Out of the total shares allotted, 81,55,826 equity shares of ?10/- each became fully paid-up during the year and the remaining 3,82,15,492 equity shares of ?10/- each were partly paid-up, with ?2.50 per share called and paid-up, while the balance ?7.50 per share remains unpaid as at the end of the financial year.

The Company retained the entire surplus in the Profit and Loss Account; hence, no transfer to General Reserve was made during the year.

The Consolidated Financial Statements of the Company and its subsidiary have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. These statements form part of this Annual Report.

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(1) of the Companies (Accounts) Rules, 2014, the financial position and performance of the subsidiary are disclosed in the Consolidated Financial Statements.

As on 31st March, 2026, the Company has one subsidiary, Aspire Communications Private Limited. There has been no material change in the nature of the business of the subsidiary during the year. The Consolidated Financial Statements have been prepared in accordance with the applicable accounting standards.

A separate statement containing the salient features of the financial statements of the subsidiary and associates, in Form AOC-1, is attached as Annexure I, along with other financial information of the Company.

The Company has not accepted any deposits under Chapter V of the Companies Act, 2013. No principal or interest was outstanding as at the balance sheet date.

Pursuant to the provisions of Section 134(3)(g) of the Companies Act, 2013, the particulars of loans given, guarantees provided, and investments made by the Company under Section 186 of the Act are disclosed in the Notes to Accounts forming part of the financial statements.

There were no material RPTs during FY 2025-26, except a loan taken from Dr. Vasudevan Mahalingam (Managing Director and Promoter) to fund day-to-day operations. Disclosures are provided in the Notes to Accounts and particulars under Section 188(1) in Form AOC-2 attached as Annexure II.

Subsequent to the end of the financial year, the following change took place in the composition of the Board of Directors:

Mr. Ashok Godavarthi (DIN: 08389864) tendered his resignation as Independent Director, effective May 29, 2025. The Board placed on record its appreciation for the valuable guidance and contributions made by Mr. Godavarthi during his tenure as a Director of the Company.

Independent Directors have submitted declarations under Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, confirming that they meet the criteria of independence and have complied with the Code for Independent Directors (Schedule IV of the Act).

The Board has adopted Governance Guidelines on Board Effectiveness covering Board composition, roles, independence, tenure, diversity, nomination, induction, evaluation, remuneration, subsidiary oversight, Code of Conduct, and committee mandates.

The Nomination and Remuneration Committee (NRC) is responsible for defining the competency requirements for the Board, taking into account the Company's industry, strategy, and long-term objectives.

The NRC undertakes a comprehensive Board composition analysis, reflecting an understanding of the Company's design, operating environment, financial condition, and compliance requirements. The Committee also conducts periodic gap analyses to identify areas where additional expertise or diversity is required, including at the time of each appointment or re-appointment of Directors.

In fulfilling its role, the NRC reviews the profiles of potential candidates against the identified competency needs and engages with them before making its recommendations to the Board. At the time of appointment, the Committee communicates to the appointee the specific requirements of the role, including the level of expertise and knowledge expected.

The Nomination and Remuneration Committee (NRC) has formulated the criteria for determining the qualifications, positive attributes, and independence of Directors in accordance with the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with the above criteria, a Director will be considered an Independent Director if they satisfy the requirements specified under the Act, the rules framed thereunder, and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Company follows a transparent Board nomination process that promotes diversity of thought, experience, knowledge, perspective, age, and gender. The Board aims to maintain an appropriate mix of functional expertise and industry knowledge. While recommending an appointment, the NRC evaluates how the candidate's functional and domain expertise will complement the overall skill set of the Board.

Beyond the statutory duties under the Act, the Directors are expected to demonstrate high standards of ethical conduct, strong interpersonal and communication skills, and sound judgment. Independent Directors are also required to adhere to the Code for Independent Directors as prescribed under Schedule IV of the Act.

The Company does not meet the threshold limits under Section 135 of the Act; accordingly, CSR provisions are not applicable for FY 2025-26.

In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out an annual evaluation of its own performance, that of its Directors, and the working of its Committees.

The NRC defined the evaluation criteria, procedure, and schedule for the performance evaluation process covering the Board, its Committees, and individual Directors.

The Board evaluated its overall performance and the performance of individual Directors after obtaining feedback from all Directors. The performance of Committees was also assessed based on inputs from Committee Members. Criteria for evaluation included: Board composition and structure, Effectiveness of Board processes, Contribution to long-term strategic planning, Adequacy and quality of information provided, and Committee structure, composition, and effectiveness of meetings.

The evaluation process was aligned with the SEBI Guidance Note on Board Evaluation.

At a separate meeting, the Independent Directors:

Evaluated the performance of Non-Independent Directors and the Board as a whole. Reviewed the performance of the Chairman, taking into account the views of both Executive and Non-Executive Directors.

The NRC reviewed the evaluation results and shared its findings with the Board. The Board discussed the feedback received from Directors on its performance, as well as that of its Committees and individual Directors, at a subsequent meeting.

The Company has put in place a structured programme to familiarise its Directors, particularly Independent Directors, with the Company's business model, operations, policies, and regulatory environment.

Information Support: Directors are provided with necessary documents, reports, and internal policies to enable them to understand the Company's procedures and practices.

Presentations: Periodic presentations are made at Board and Committee meetings covering business updates, financial performance, the global business environment, strategic initiatives, and risk management.

Regulatory Updates: Directors receive quarterly updates on significant statutory and regulatory changes impacting the Company.

Induction: Upon appointment, each Director is issued a Letter of Appointment outlining in detail their roles, responsibilities, fiduciary duties, and terms of engagement.

The details of the familiarisation programme for Independent Directors are available on the Company's website at: https://www.calsofts.com/investors

Based on NRC recommendations, the Board has identified core skills/competencies required for effective functioning, including industry knowledge, strategy, finance, risk, governance, technology, and compliance.

Seven (7) Board meetings were held during the year. The intervening gap was within the limits prescribed by the Act. Details are provided in the Corporate Governance Report attached to this report.

The primary Committees of the Board are the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee. Since the Company does not fall under the Top 500 listed entities by market capitalisation, constitution of a Risk Management Committee is not mandatory.

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177(8) of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has constituted a qualified and independent Audit Committee.

Composition (as on 31st March 2026): The Audit Committee consists of three Non-Executive Independent Directors, all of whom possess adequate financial and accounting expertise.

Meetings: During FY 2025-26, the Committee met on 30th May 2025, 14th August 2025, 5th September 2025, 14th November 2025 and 14th February 2026.

Functions: The composition, powers, roles/functions, and terms of reference of the Audit Committee are set out in the Corporate Governance Report, forming part of this Annual Report.

Observations: All recommendations of the Audit Committee during the year were duly considered and accepted by the Board. There were no instances of non-acceptance.

As on 31st March 2025, the NRC comprised three Non-Executive Independent Directors.

Chairperson: Mrs. A.V.N. Srimathi, Independent Director.

Meetings: The Committee met Five times during the year on 30th May 2025, 14th August 2025, 5th September 2025, 14th November 2025, and 14th February 2026.

Role: The NRC is responsible for formulating criteria for appointment, remuneration, evaluation, and succession planning for Directors and Key Managerial Personnel.

The Company has constituted a Stakeholders Relationship Committee (formerly known as the Shareholders/Investors' Grievance Committee) to look into the redressal of shareholder and investor grievances, including transfer or credit of shares, non-receipt of dividend, notices, annual reports, etc.

Composition (as on 31st March 2025): Four members - three Independent Directors and one Non-Executive Director.

Chairperson: Mrs. A.V.N. Srimathi, Independent Director.

Meetings: The Committee met Five times during the year on 30th May 2025, 14th August 2025, 5th September 2025, 14th November 2025, and 14th February 2026.

The Policy (covering criteria for Directors/KMP/Senior Management) is available at www.calsofts.com. Extracts are attached as Annexure III. The Board affirms remuneration paid in FY 2024-25 was as per policy.

A vigil mechanism under Section 177(9) and SEBI (LODR) enables reporting of genuine concerns. The Audit Committee oversees the mechanism. No person was denied direct access to the Audit Committee Chair. Policy available at www.calsofts.com.

The Company recognises the value of a diverse Board and aims for an optimal mix of skills, experience, knowledge, and gender. The Board includes at least one woman Director and appointments are merit-based.

The Company has complied with SS-1 (Board Meetings) and SS-2 (General Meetings) issued by the ICSI.

The Statutory Auditors have confirmed they are not disqualified. Notes to Accounts referred to in their report are self-explanatory.

The details of Audit qualifications for the Financial year ended 31st March, 2026 and reply given by the company are given below:

(i) Balances appearing in Current Tax Asset (net) amounting to Rs.380.02 Lakhs, under Current Assets in the Standalone Financial Results are subject to reconciliation. The effect of the non-reconciliation is not quantifiable.

(ii) Investment in Equity Instrument of Subsidiary of Rs.311.38 Lakhs, grouped under the head Investments under Non-Current Financial Assets in the Standalone Financial Results is subject to Impairment testing. The effect of Impairment loss for the said Investment is not quantifiable.

(iii) Trade receivable includes an amount of Rs. 1088.21 lakhs and Rs. 18.41 Lakhs under other current financial assets are overdue for a long period of time and provision not created for the same. Hence profit is overstated to that extent. Further Balance confirmation was not made available for Trade receivables of Rs. 593.55 lakhs.

(i) With respect to the Auditor's observation, the balance under Current Tax Asset (net) amounting to 380.02 Lakhs pertains to tax credits relating to earlier assessment years, which are currently pending reconciliation due to ongoing assessments and matters under review before the relevant tax authorities/appellate forums.

Management is in the process of reconciling these balances and has sought necessary clarifications from the tax authorities. Based on the information available to date and internal assessment, management believes that these amounts are largely recoverable/adjustable, though the exact impact, if any, will be determined upon completion of the reconciliation and finalization of the assessments.

Accordingly, the balance has been carried forward as an asset. Management will review the position on an ongoing basis and make appropriate adjustments, if required, upon completion of reconciliation and conclusion of the assessment proceedings.

(ii) With respect to the Auditor's observation, the balance under Investment in Equity Instruments of Subsidiary amounting to 311.38 Lakhs, classified under Non-Current Financial Assets, represents strategic investments made in subsidiaries engaged in emerging technology areas, including semiconductors and intellectual property development.

Management has initiated an assessment of the recoverable value of these investments, considering the current business plans, underlying intellectual property, and future economic benefits expected from such investments. Based on the preliminary evaluation and the long-term strategic nature of these investments, management believes that the carrying value is largely supportable.

However, as the impairment assessment involves estimation of future cash flows and valuation assumptions, the process is currently under evaluation. Management will complete the impairment testing in due course and recognize any impairment loss, if required, in accordance with applicable accounting standards.

Accordingly, the investment has been carried at its current value, and the position will be reviewed on an ongoing basis.

(iii) With respect to the Auditor's observation, the balances under Trade Receivables amounting to 1,088.21 Lakhs and Other Current Financial Assets amounting to 18.41 Lakhs represent amounts outstanding from customers with whom the Company has ongoing business relationships.

A significant portion of these receivables has been invoiced close to the year-end, primarily in March 2026, and is within the normal credit period. The remaining balances pertain to regular business transactions with no known disputes or adverse credit indicators.

Based on the assessment carried out in line with the Expected Credit Loss model under Ind AS 109 Financial Instruments, management has not identified any material evidence of impairment as at the reporting date.

Accordingly, no provision has been considered necessary at this stage. However, the Company will continue to monitor these receivables and reassess the position periodically, and make appropriate provisions, if required, in accordance with applicable accounting standards.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. S. Dhanapal & Associates LLP, a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company. Pursuant to Regulation 24A (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. S. Dhanapal & Associates LLP, a firm of Practicing Company Secretaries is proposed to be appointed as Secretarial Auditors for first term of Five consecutive years from FY 2025-26 to FY 2029-30.

The Secretarial Auditor has qualified the report with respect to delay in filing forms with MCA, BSE and NSE on filing of statement of deviation and variation in utilization of funds and clerical errors made in the quarterly filing by the company. The company has replied to the exchanges with respect to clerical errors which are yet to be taken on record by the exchange. The company The Board is taking steps to comply with the requirements which have arisen due to technical difficulties/inadvertence. There is no variation in utilization of funds with respect to objects for which funds were raised, however company shall take inputs and arrange to file the same.

Cost Audit: Not applicable.

Disclosures under Rule 5(2) are provided in Annexure V.

Remuneration (in lakhs p.a.)

• Ms. Manimala Vasudevan: 18.00 lakhs
• Mr. Vijayakumar Madhavan: 18.00 lakhs
• Median remuneration: 8.31 lakhs per annum in FY 2025-26 vs 7.25 lakhs per annum in FY 2024-25 (approx 69,231 per month), implying ~10% increase year-on-year.
• Permanent employees (as at 31st March, 2026): 45.
• Average increases: ~10% across non-managerial employees; managerial remuneration largely unchanged except normal increments based on performance.

Note: I normalized the "per month/per annum" wording to avoid ambiguity. Please confirm the median base (monthly vs annual) before publishing.

No sitting fees were paid to Non-Executive Directors. Mr. Vasudevan Mahalingam held 3,84,96,620 equity shares as of 31st March, 2026.

The term Internal Financial Controls refers to the policies and procedures adopted by the Company to ensure the orderly and efficient conduct of business, including adherence to internal policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

Your Company has adequate and robust Internal Control Systems, commensurate with the size, scale, and complexity of its operations.

To maintain objectivity and independence, the Internal Audit function reports directly to the Chairman of the Audit Committee. The Internal Audit Department monitors and evaluates the adequacy and effectiveness of the internal control systems, as well as compliance with operating systems, accounting procedures, and policies across all locations of the Company.

Based on Internal Audit reports, process owners implement corrective actions in their respective areas, thereby strengthening controls. Significant audit observations and recommendations, along with management's corrective actions, are placed before the Audit Committee for review.

The Audit Committee also holds periodic discussions with the Internal and Statutory Auditors as well as with the Management, thereby ensuring the integrity of financial reporting and confirming that the Company's internal financial controls and risk management systems remain robust, effective, and defensible.

Calsoft leverages a localization strategy across global locations and continues to focus on productivity and employee experience through simplification and digitalization of HR processes.

Digital, Cloud, AI and data-driven approaches underpin hiring, development, and career management, with emphasis on learn–unlearn–relearn and building performance, productivity, and innovation.

The Company has an Anti-Sexual Harassment Policy and a duly constituted ICC. No complaints were received during FY 2024–25.

No orders were passed by Regulators/Courts/Tribunals impacting the going concern status or future operations.

There were no material changes/commitments affecting the financial position between the end of the financial year and the date of this report.

As per the MCA Notification dated 28th August, 2020 amending Rule 12(1), the Annual Return in accordance with Section 92(3) of the Companies Act, 2013 and as presented in Form MGT-7 of the Companies (Management and Administration) Rules, 2014 is made available on the Company's website.

The Company has complied with the requirements of corporate governance under the Companies Act, 2013 and as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A detailed Report on Corporate Governance, together with the Management Discussion and Analysis Report under Regulation 34 of SEBI LODR, along with a certificate from M/s. S. Dhanapal & Associates LLP, Practicing Company Secretaries, confirming compliance, is annexed as Annexure VI and forms part of this Report.

In accordance with SEBI (LODR) Regulations, 2015 and the Companies Act, 2013, the Company has adopted a Code of Conduct applicable to all Board Members and Senior Management Personnel.

The Code is available on the Company's website: www.calsofts.com.

All Board Members and Senior Management Personnel have affirmed compliance with the Code for the financial year ended 31st March, 2026. A declaration to this effect, signed by Dr. M. Vasudevan, Managing Director, forms part of the Corporate Governance Report.

The Management Discussion and Analysis Report, prepared in accordance with the Listing Regulations, forms part of this Annual Report under the heading Management Report.

During FY 2025-26, the Company did not enter into any transactions of a material nature with its subsidiaries, promoters, Directors, senior management, or their relatives that could have had a potential conflict with the Company's interest.

The Company has obtained requisite declarations from all Directors and senior management personnel, confirming that no such relationships exist.

No materially significant related party transactions were undertaken other than those disclosed in the Notes to Accounts. Further details of related party contracts/arrangements are provided in Annexure II to this Report.

As the Company is engaged in Information Technology Enabled Services (ITES), the provisions relating to energy conservation and technology absorption are not applicable. During FY 2025-26, the Company earned 19.5 crores in foreign exchange.

Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation of any material departures.
2. The Directors selected appropriate accounting policies, applied them consistently, and made reasonable and prudent estimates to give a true and fair view of the state of affairs of the Company and its profit/loss for the year.
3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the Act, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.
4. The annual accounts have been prepared on a going concern basis.
5. The Company has laid down proper internal financial controls and such controls are adequate and operating effectively.
6. Proper systems have been devised to ensure compliance with applicable laws and such systems are adequate and operating effectively.

In line with MCA guidelines and SEBI circulars, since FY 2016-17, the Company has been sending electronic copies of Annual Reports and AGM Notices to all members whose email addresses are registered with the Company/Depositories. Physical copies are sent to members who have not registered their email addresses.

a) The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b) The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

c) The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

d) During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

e) During the year, there was no proceeding initiated by or against the company under the Insolvency and Bankruptcy Code, 2016.

f) The requirement to disclose the details of difference between amount of Valuation done at the time of one-time settlement and valuation done while taking loan from Banks & Financial Institutions along with the reasons thereof, is not applicable.

g) The company has complied with the provisions

The Company regularly publishes critical and pertinent investor information — including financial results, investor presentations, press releases, new launches, and project updates — on its website: www.calsofts.com.

The Board places on record its sincere appreciation to all customers, shareholders, suppliers, bankers, business partners/associates, and Government/regulatory authorities in India and overseas for their continued support.

The Board also acknowledges the commitment and dedication of employees at all levels and looks forward to their continued contribution in the years ahead.