To The Members of OCTAWARE TECHNOLOGIES LIMITED

204 Timmy Arcade Makwana Rd Marol Off Kurla Andheri Road, Mumbai - 400072

Your directors have pleasure in presenting the 20th Annual Report together with Audited
Financial Statements for the Financial Year ended 31st March, 2025 Further, in compliance
with the Companies Act, 2013, the Company has made requisite disclosures in this report
with the objective of accountability and transparency in its operations to make you aware
about its performance and future perspective of the Company. 

1) FINANCIAL PART:


I. SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:

Figures in Lakhs



  

    

    
For the Financial Year ended
  
  

    
PARTICULARS
    

    

  
  

    

    
March 31, 2025
    
March 31, 2024
  
  

    
Total Income
    
653.68
    
529.88
  
  

    
Total Expenditure
    
650.43
    
599.85
  
  

    
Profit after
    

    
(69.97)
  
  

    
Depreciation but
    
3.25
    

  
  

    
Before Tax
    

    

  
  

    
Less: Current Tax
    
.54
    
0
  
  

    
Deferred Tax
    
(6.77)
    
(.54)
  
  

    
Income Tax
    

    
0
  
  

    
Adjustments of
    
0
    

  
  

    
Earlier Year
    

    

  
  

    
Profit / loss After
    
9.48
    
(69.43)
  
  

    
Tax
    

    

  



II. OPERATIONS AND PERFORMANCE OF THE COMPANY:

During the year under review, the Total Income of the company increased to Rs 653.68
lakhs as against the income of Rs 529.88 Lakhs in the previous year The net profit of the
Company is Rs 9.48 Lakhs Also, the EPS for current Financial Year has been recorded at
0.26 as against the EPS of (1.93) in the previous year Further, your directors expect much
better performance in coming years 

Further, there was no change in nature of the business of the Company, during the year
under review 

III. SUMMARY OF CONSOLIDATED FINANCIAL RESULTS:



  

    

    
For the Financial Year ended
    

  
  

    
PARTICULARS
    
March 31, 2025
    
March 31, 2024
  
  

    
Total Income
    
1587.87
    
1611.63
  
  

    
Total Expenditure
    
1562.89
    
1768.75
  
  

    
Profit after
    
24.98
    
(157.13)
  
  

    
Depreciation but
    

    

  
  

    
Before Tax
    

    

  
  

    
Less: Current Tax
    
1.31
    
0.06
  
  

    
Deferred Tax
    
(4.52)
    
.44
  
  

    
Income Tax
    

    
-
  
  

    
Adjustments of Earlier
    
-
    

  
  

    
Year
    

    

  
  

    
Profit / loss After Tax
    
28.19
    
(157.62)
  



During the year under review, the Total Income of the consolidated Financials of the
company decreased to Rs 1587.87 lakhs as against the income of Rs 1611.63 Lakhs in the
previous year The net profit of the Company increased to Rs 28.19 Lakhs as against the net
loss of Rs (157.62) lakhs in the previous year Also, the EPS for current Financial Year
has been recorded at 0.77 as against the EPS of (4.42) in the previous year Further, your
directors expect much better performance in coming years. 

IV. DIVIDEND: 

With a view to conserve resources, your directors thought it prudent not to recommend
any dividend for the Financial Year under review. 

V. UNPAID DIVIDEND & IEPF: 

The Company is not required to transfer any amount to the Investor Education &
Protection Fund (IEPF) and does not have unclaimed dividend which remains to be
transferred to Investor Education & Protection Fund (IEPF). 

VI. TRANSFER TO RESERVES:

The Board of Directors has not appropriated and transferred any amount to any Reserve
and has decided to retain the entire amount in profit and Loss account. 

VII. Deposits:

The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the
Companies (Acceptance of Deposit) Rules, 2014 during the year under review Hence, the
requirement for furnishing of details relating to deposits covered under Chapter V of the
Act or the details of deposits which are not in compliance with the Chapter V of the Act
is not applicable 

VIII. Particulars of Loans, Guarantees or Investments:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The
Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time
(including any amendment thereto or re-enactment thereof for the time being in force), the
Company has not given any Loans, guarantees and security covered under Section 186 of the
Companies Act, 2013. 

However, full particulars of Investments covered under Section 186 of the Companies
Act, 2013 made during the financial year under review has been furnished in Note No 5 to
the Audited Financial Statements provided in this Annual Report. 

2) REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES:


During the year under review, the Company have Four subsidiary, associate, and joint
venture company:



  

    
SR.
    
Name of Company
    
Relation
  
  

    
No.
    

    

  
  

    
1
    
Octaware Gulf FZE
    
Subsidiary Company
  
  

    
2
    
Octaware Gulf QFC
    
Sister Concern
  
  

    
3
    
Octaware Co, KSA
    
Subsidiary Company
  
  

    
4
    
Octaware Information Technologies Private Limited
    
Subsidiary Company
  



Statement containing salient features on the financial statements of subsidiaries or
Associate Companies or Joint venture in the prescribed Form AOC-2 is annexed hereto and
marked as

Annexure - I. 

3) RELATED PARTY TRANSACTIONS:


I. The particulars of contracts or arrangements with related parties:

Your Company has historically adopted the practice of undertaking related party
transactions only in the ordinary and normal course of business and at arm's length as
part of its philosophy of adhering to highest ethical standards, transparency and
accountability. 

Further, Related Party Transactions are placed on a half yearly basis before the Audit
Committee and before the Board for approval Prior omnibus approval of the Audit Committee
is obtained for the transactions which are of a foreseeable and repetitive nature. 

The particulars of contracts or arrangements with related parties referred to in sub
section (1) of section 188 of the Companies Act, 2013 in the prescribed Form AOC-2 is
annexed hereto and marked as Annexure - II and forms part of this Report All the
transactions other than transactions mentioned in AOC -2 is executed / undertaken by the
Company at arm's length and in ordinary course of the business 

II. DISCLOSURE OF RELATED PARTY TRANSACTION WITH PERSON OR

ENTITY BELONGING TO PROMOTER & PROMOTER GROUP

The Company has not made any transaction(s) with person or Entity belonging to Promoter
or Promoter Group that holds 10% or More shareholding of the Company 

III. Disclosure of Loans and advances in nature of Loan to Subsidiaries and Associate
of the Company:

During the year under review, your Company did not give any loan and advance in nature
of loan to any subsidiary and associate. 

4) INSURANCE:


The assets of your Company are adequately insured Your Company has also taken out
suitable cover for Public Liability. 

5) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:


The Company has an Internal Financial Control System, commensurate with the size, scale
and complexity of its operations The scope and authority of the Internal Financial Control
function is well defined The Board of Directors of the Company is responsible for ensuring
that Internal Financial Controls have been laid down in the Company and that such control
is adequate and operating effectively Internal Financial Control System evaluates on a
continuous basis, the adequacy and effectiveness of internal control mechanism with
interaction of KMP and functional staff The Audit Committee reviews the Internal Financial
Control System in its meeting. 

Further, the Internal Financial Controls with reference to financial statements as
designed and implemented by the Company are adequate The preparation, designing and
documentation of Policy on Internal Financial Control are in place which reviewed
periodically and modified suitably to ensure controls During the year under review, no
material or serious observation has been received from the Statutory Auditors of the
Company for inefficiency or inadequacy of such controls. 

6) Changes in Share Capital:


During the Financial Year under review, there was no change in capital structure of the
company as shown in the table below and there are no outstanding shares issued with
differential rights, sweat equity or ESOS



  

    
Particulars
    
No of shares as at 31st March, 2025
    
No of shares as at 31st March, 2024
  
  

    
Shares outstanding at the beginning of the Year
    
3590570
    
3590570
  
  

    
Changes during the year
    
-
    
-
  
  

    
Shares outstanding at the closing of the year
    
3590570
    
3590570
  



7) MATTERS RELATED TO INDEPENDENT DIRECTORS: I. Declarations by Independent
Directors:


All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation
16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 

II. Evaluation by Independent Director:

In a separate meeting of Independent Directors, performance of non-independent
directors, performance of the Board as a whole and performance of the Chairman was
evaluated, taking into account the views of executive Director 

III. Opinion of Board of Directors pertaining to Independent Directors of the Company:

In the opinion of the Board of Directors of the Company Mr. Narayanan Krishnan, Mrs
Rabia Khan and Mrs. Vidya Hemakar Shetty, Non- Executive Independent directors are
independent of the management and complies with criteria of Independent Director as placed
under Companies Act, 2013. 

Further, the afore-said independent director does possess integrity, expertise and also
have vast experience which is necessary or suitable to be the Director of the Company. 

8) MATTERS RELATING TO BOARD OF DIRECTORS:


I. Meeting of Board of Directors of the Company during the Financial Year 2024-25:

During the year under review five (5) meetings of the Board of Directors were held on
30/05/2024, 07/09/2024, 14/11/2024, 17/01/2025 and 31/03/2025, in accordance with the
provisions of the Companies Act, 2013. 

The intervening gap between any two Meetings was within the period prescribed by the
Companies Act, 2013 Further, The Company has complied with the applicable Secretarial
Standards in respect of all the above-Board meetings. 

II. Annual evaluation of Directors, Committee and Board:

The Board of Directors of the Company has carried out an annual performance evaluation
of its own performance, and of the directors individually, as well as the evaluation of
all the committees i.e., Audit, Nomination and Remuneration, Stakeholders Relationship and
Internal Complaint Committee for Prevention and Prohibition of Sexual Harassment of Women
at Workplace

The Board adopted a formal evaluation mechanism for evaluating its performance and as
well as that of its committees and individual directors The exercise was carried out by
feedback survey from each director covering Board functioning such as composition of Board
and its Committees, experience and competencies, governance issues etc Separate Exercise
was carried out to evaluate the performance of individual directors who were evaluated on
parameters such as attendance and contribution at the meeting etc. 

9) SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA:


The Nomination and remuneration Committee works with the Board to determine the
appropriate characteristics, skills and experience for the Board as a whole and its
individual members with the objective of having a Board with diverse background and
experience in business, government, education and public service Characteristics expected
of all Directors include independence, integrity, high personal and professional ethics,
sound business judgment, ability to participate constructively in deliberations and
willingness to exercise authority in a collective manner. 

10) FAMILIARIZATION PROGRAMME:

The Company has conducted the programme through its Managing Director, Whole-time
Director, Company Secretary and other Senior Managerial Personnel to familiarize the
Independent Directors with Company in following areas: - 

- Familiarization with the Company;


- Independent directors' roles, rights and responsibilities;


- Board dynamics & functions;


- Nature of the Industry in which the Company operates; 


- Business Model of the Company;


- Compliance Management 


The Policy on Familiarization Programme may be accessed on the Company's website at
www.octaware.com All new Independent Directors inducted on the Board go through a
structured orientation programme The new Independent Directors are given an orientation
with regard to the roles, rights, responsibilities in the Company, nature of the industry
in which the Company operates, the Business models of the Company etc. 

The newly appointed Independent Directors have been provided with necessary documents,
reports and internal policies to familiarize them with the Company's policies, procedures
and practices. 

11) CRITERIA FOR MAKING PAYMENT TO NON - EXECUTIVE DIRECTORS

I. Sitting Fee:

Each Non-Executive Director should be paid per meeting attended as sitting fee for
Board Meeting and for Committee Meeting subject to approval of Board and as per provision
of the Companies Act, 2013. 

II. Commission:

Under the Companies Act, 2013, Section 197 allows a company to pay remuneration to its
Non-Executive Directors either by way of a monthly payment or at a specified percentage of
the net profits of the company or partly by one way and partly by the other Further, the
section also states that where the company has managing director or whole-time director or
manager, then a maximum of 1% of its net profits can be paid as remuneration to its
Non-Executive Director In case there is no managing director or whole-time director or
manager, then a maximum of 3% of net profit can be paid Thus, the basis of payment to the
Non-Executive Director is the net profit of the Company

III. Reimbursement of actual expenses incurred:

Non-Executive Director may also be paid / reimbursed such sums either as fixed
allowance and /or actual as fair compensation for travel, boarding and lodging and
incidental and /or actual out of pocket expenses incurred by such member for attending
Board/Committee Meetings or for Company's work

IV. Payment and other consideration to independent directors:

An independent director shall not be entitled to any stock option and may receive
remuneration only by way of fees and reimbursement of expenses for participation in
meetings of the Board or committee thereof and profit related commission up to a certain
percentage of net profits in such proportion, as may be permissible under the applicable
law. 

12) APPOINTMENT, REAPPOINTMENT AND RESIGNATION OF DIRECTORS AND

KEY MANAGERIAL PERSONS DURING THE YEAR 2024-25: I. With respect to Directors of the
Company: Appointment and Resignation:

There was no appointment or resignation of directors during the Financial Year ending
31st March, 2025. 

Reappointment:

During the year under review, there was no re-appointment of directors in the Company. 

Retirement by Rotation:

In accordance with the provisions of the Act, none of the Independent Directors is
liable to retire by rotation. As per the provisions of Section 152 of the Companies Act,
2013 Mr. Shahnawaz Aijazuddin Shaikh (DIN: 06910575) who retires by rotation at the
ensuing 20th Annual General Meeting and being eligible, offer himself for re-appointment
on the same terms & Conditions and remuneration. 

II. With respect to Key Managerial Personnel of the Company:

Resignation:

During the Financial Year 2024-25, Ms. Alka Katariya, who was serving as the Company
Secretary & Compliance Officer of the Company, resigned from the post of Company
Secretary & Compliance Officer with effect from 31st March 2025. 

The Board of Directors, in its meeting held on 31st March 2025, took note and accepted
her resignation. The Board placed on record its sincere appreciation for the valuable
contributions and dedicated service rendered by Ms. Alka Katariya during her tenure with
the Company. 

Appointment:

In the current Financial Year 2025-26, the Board of Directors, at its meeting held on
26th June 2025, appointed Mr. Muqeem Habeeb Shaikh as the Company Secretary of the Company
with effect from the 26th June, 2025. This appointment has been made in
accordance with the provisions of the Companies Act, 2013, and other applicable laws. 

The appointment was made in line with the requirements of Section 203 of the Companies
Act, 2013, which mandates the appointment of a Company Secretary as Key Managerial
Personnel (KMP) for the Company. 

Reappointment:

There is no re-appointment made by the board of directors in the year 2024-2025. 

13) COMMITTEES OF BOARD OF DIRECTORS OF THE COMPANY:

Following are the Committees of Board of Directors of the Company Composition of the
following Committees are as follows:

I. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section
177 of the Companies Act, 2013 The composition of the Audit Committee is in conformity
with the provisions of the said section The details of Composition of audit committee are
as below:



  

    
Name of Member
    
Position in Committee
  
  

    
Mrs. Rabia Khan
    
Chairman & Member
  
  

    
Mrs. Vidya Hemakar Shetty
    
Member
  
  

    
Mr. Narayanan Krishnan
    
Member
  



The Committee met 4 (Four) times during the Financial Year ended 31st March, 2025 in
accordance with the provisions of the Companies Act, 2013 The intervening gap between any
two Meetings was within the period prescribed by the Companies Act, 2013 Further, The
Company has complied with the applicable Secretarial Standards in respect of all the above
-Committee meetings. 

II. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the
provisions of Section 178 of the Companies Act, 2013 The composition of the Nomination and
Remuneration Committee is in conformity with the provisions of the said section The
details of Composition of Nomination and Remuneration Committee are as below:



  

    
Name of Member
    
Position in Committee
  
  

    
Mrs Rabia Khan
    
Chairman & Member
  
  

    
Mrs Vidya Hemakar Shetty
    
Member
  
  

    
Mr Narayanan Krishnan
    
Member
  



The Committee met 2 (two) times during the Financial Year ended 31st March 2025 in
accordance with the provisions of the Companies Act, 2013. 

The intervening gap between any two Meetings was within the period prescribed by the
Companies Act, 2013 Further, The Company has complied with the applicable Secretarial
Standards in respect of all the above Committee meetings. 

III. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee of Directors was constituted pursuant to the
provisions of Section 178 of the Companies Act, 2013 The composition of the Stakeholder
Relationship Committee is in conformity with the provisions of the said section The
details of Composition of Stakeholders Relationship Committee are as below:



  

    
Name of Member
    
Position in Committee
  
  

    
Mrs Rabia Khan
    
Chairman & Member
  
  

    
Mrs Vidya Hemakar Shetty
    
Member
  
  

    
Mr Narayanan Krishnan
    
Member
  



The Committee met 2 (two) times during the Financial Year ended 31st March, 2025 in
accordance with the provisions of the Companies Act, 2013 The intervening gap between any
two Meetings was within the period prescribed by the Companies Act, 2013 Further, The
Company has complied with the applicable Secretarial Standards in respect of all the above
-Committee meetings. 

IV. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Your company is not required to provide statement on Corporate Social Responsibility as
per Section 134 (3) of the companies Act, 2013 as your company do not fall under the
criteria provided under section 135 (1) of Companies Act, 2013, therefore no such
committee was constituted. V. INTERNAL COMPLAIN COMMITTEE FOR PREVENTION AND

PROHIBITION OF SEXUAL HARASSMENT OF WOMAN AT WORKPLACE: 

The Company has in place an Anti-harassment policy in line with the requirements of the
Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013
Any complaint/ grievances from women employees are reported to Chairman All employees
(Permanent, contractual & temporary) are covered under the policy 

There were no complaints received from any employee during the Financial Year 2024-25
and no complaint is outstanding as on 31st March, 2025. 

The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. 

14) VIGIL MECHANISM / WHISTLE BLOWER AND RISK MANAGEMENT POLICY:

Pursuant to the provisions of Section 177 (9) of the Companies Act, 2013 read with Rule
7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company already has
in place “Vigil Mechanism Policy” (Whistle Blower Policy) for Directors and
employees of the Company to provide a mechanism which ensures adequate safeguards to
employees and Directors from unethical behaviour, actual or suspected, fraud or violation
of Company's code of conduct or ethics policy etc. 

The employees of the Company have the right/option to report their concern/grievance to
the Chairman of the Audit Committee. The Company is committed to adhere to the highest
standards of ethical, moral and legal conduct of business operations The Company also
adopted Risk Assessment Procedure. 

15) RISK MANAGEMENT:

The Company has in place a risk management framework which identifies and evaluates
business risks and opportunities. The Company recognizes that these risks need to be
managed and mitigated to protect the interest of the shareholders and stakeholders to
achieve business objectives and enable sustainable growth. The risk management framework
is aimed at effectively mitigating the Company's various business and operational risks,
through strategic actions Risk management is embedded in our critical business activities,
functions and processes. The risks are reviewed for the change in the nature and extent of
the major risks identified since the last assessment It also provides control measures for
risk and future action plans. 

16) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 

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

Internal Complaints Committees (ICC) have been set up to redress complaints received
regarding sexual harassment and 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. All employees (permanent,
contractual, temporary, trainees) are covered under this Policy. 

The following is a summary of Sexual Harassment complaints received and addressed
during the year:



  

    
Particulars
    
Number
  
  

    
No. of complaints of sexual harassment received in the year;
    
0
  
  

    
No. of Complaints disposed off during the year;
    
0
  
  

    
No. of cases pending for more than ninety days
    
0
  



17) ADHERENCE TO PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the applicable provisions of the Maternity Benefit Act,
1961, including those relating to maternity leave, benefits, and safeguards for female
employees. The Company remains committed to promoting the health, wellbeing, and rights of
its women employees, and ensures strict adherence to all statutory requirements under the
Act. 

18) AUDITORS & REPORTS:

I. Statutory Auditors of the Company and their observations on accounts for the year
ended 31st March, 2025:

Under Section 139(2) of the Companies Act, 2013 and the Rules made thereunder, it is
mandatory to rotate the statutory auditors on completion of two terms of five consecutive
years and each such term would require approval of the shareholders. 

Your Board recommended M/s DGMS & Co, Chartered Accountants appointed as Statutory
Auditors from the conclusion of the 16th Annual general Meeting till the conclusion of the
21th Annual General Meeting of the Company i.e. for a period of 5 years. 

Further, there are no observations / qualifications / disclaimers made by the M/s DGMS
& Co, Chartered Accountants, in their report for the Financial Year ended 31st March
2025 Further, the Notes to the Accounts referred to in Auditors Report are
self-explanatory and does not call for any comment. 

II. Cost Auditors of the Company:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company
is not required to maintain Cost Records under said Rules Since, the Company is not
required to maintain cost records; the question of audit of such records does not arise. 

III. Secretarial Auditors of the Company:

Provisions of Section 204 read with Section 134 (3) of the Companies Act, 2013,
mandates to obtain Secretarial Audit Report from Practicing Company Secretary in the Board
Meeting held on 07th September, 2024, M/s Aabid & Co., Practicing Company
Secretaries had been appointed to issue Secretarial Audit Report for the financial year
2024-25. 

Secretarial Audit Report issued by M/s Aabid & Co., Practicing Company Secretaries
in Form MR-3 for the Financial Year 2024-25 is hereto marked and annexed as Annexure III
with this report and is forming part of the Board's Report. 

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of
the Act, the Board at its meeting held on 06th September, 2025, based on
recommendation of the Audit Committee, has approved the appointment of M/s Aabid & Co,
Company Secretaries, a peer reviewed firm as Secretarial Auditors of the Company for a
term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to
approval of the Members at the ensuing AGM. 

19) REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):

There were no incidences of reporting of frauds by Statutory Auditors of the Company
under Section 143 (12) of the Act read with Companies (Accounts) Rules, 2014. 

20) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO:

The nature of the activities of the Company is such that the disclosure in respect of
Conservation of energy and Technology Absorption pursuant to Rule 8 of Companies
(Accounts) Rules, 2014 is not applicable and the Company does not have any foreign
exchange earnings and outgo during the financial year under review. 

21) EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company for the financial year ended 31st March,
2025 in Form MGT-7 as required under Section 92(3) of the Companies Act, 2013, is
available on the Company's website and can be accessed at www.octaware.com 

22) PARTICULARS OF EMPLOYEES:

Details as required under Section 197 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is hereto marked and annexed as
Annexure IV with this report and is forming part of the Board's Report. 

The Company's remuneration policy for Directors, Key Managerial Personnel and other
employees represents the overarching approach of the Company and is directed towards
rewarding performance based on review of achievements periodically. 

23) MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, in terms of Regulation 34 (2) (e) Securities
and Exchange Board of India (listing obligations and disclosure requirements) regulations,
2015 is hereto marked and annexed as Annexure V with this report and is forming part of
the Board's Report. 

24) CORPORATE GOVERNANCE:

As per Regulation 15 (2) (a) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)Regulations, 2015, the compliance with the
Corporate Governance provisions as specified in Regulations 17 to 27 and clauses(b) to (i)
of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V are not
applicable to the Company because the paid up equity share capital of the Company is less
than Rs 10 Crore and net worth of the Company is less than Rs 25 Crore as on the last day
of previous financial year and the company is also listed on SME platform. 

25) MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL

POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

There have been no material changes and commitments which can affect the Financial
Position of the Company occurred between the end of the Financial Year of the Company and
date of this report. 

26) OTHER DISCLOSURE:

I. Listing of shares of the Company:

Originally, the company was listed in April 2017 at Bombay Stock Exchange, Mumbai.
During the year under review, no order was passed by any Regulator(S), Court(S)
Tribunal(S) that could affect the going concern Status of the Company and the Company is
operating in an efficient manner There were no significant / material orders passed by any
regulator or court or tribunal which would impact the going concern status of the company
and its future operations. 

II. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013 in relation to the Audited
Financial Statements of the company for the year ended 31st March, 2025 the Board of
Directors hereby confirms that:

a) That in the preparation of the annual financial statements for the year ended 31st
March,2025 the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;

b) That such accounting policies as mentioned in the Notes to the Financial Statements
have been selected and applied consistently and judgment and estimates have been made that
are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2025 and of the profit of the Company for the
year ended on that date;

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 Audited Financial Statements have been prepared on a going concern basis;

e) Those proper Internal Financial Controls were in place and that the financial
controls were adequate and were operating effectively;

f) Those systems to ensure compliance with the provisions of all applicable laws were
in place and were adequate and operating effectively. 

III. Issue of Sweat Equity Shares:

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. 

IV. Employee Stock Option Plan:

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. 

V. Issue of Shares with Differential Voting Rights:

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. 

VI. Disclosure Under Section 67(3) of the Companies Act, 2013:

During the year under review, no employees has exercised directly any voting rights
under a scheme pursuant to Section 67 (3) of the Act read with Rule 16 (4) of Companies
(Share Capital and Debentures) Rules, 2014 The Company has not floated any scheme in which
the Company has given loan to person in employment with a view to enabling them to
purchase or subscribe for fully paid up shares of the Company. 

27) DETAILS OF PENDING PROCEEDINGS UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG-WITH THEIR STATUS AS THE END
OF THE FINANCIAL YEAR:

The said clause is not applicable. 

28) THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT

TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANK OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASON THEREOF:

The said clause is not applicable. 

29) CAUTIONARY STATEMENT:

Statement in the Board's Report and the Management Discussion & Analysis describing
the company's objectives, expectations or forecasts may be forward looking within the
meaning of applicable Securities Laws and Regulations Actual results may differ materially
from those expressed in the statement. 

30) ACKNOWLEDGEMENTS AND APPRECIATION:

Your directors would like to express their appreciation for the assistance and
cooperation received from the Bankers, Central and State Government Departments,
customers, vendors, and other business partners Further, we place on record our
appreciation for the contribution made by our employees at all levels Our consistent
growth and success were made possible by their hard work, cooperation and support Last but
not least the Directors place on record their gratitude to the Investors, Clients and
Shareholders of the Company for their support and trust reposed. 



  

    
Place: Mumbai
    
For & on behalf of Board of Directors of
  
  

    
Date : 06/09/2025
    
OCTAWARE TECHNOLOGIES LIMITED
  
  

    

    
Sd/
    
Sd/-
  
  

    

    
Mohammed Aslam Khan
    
Siraj Moinuddin Gunwan
  
  

    

    
Managing Director
    
Whole-time Director
  
  

    

    
DIN: 00016438
    
DIN:- 02507021