Covance Softsol Ltd.-இன் இயக்குநர் அறிக்கை

Yourdirectors have pleasure in presenting the 03rd Annual Report on the business and operations of your Company,
for the year ended March 31, 2026.

STATE OF COMPANY’S AFFAIRSFinancial Highlights

The Financial Highlights of the Company are as given hereunder:

(Amount in Rs. Lakhs, unless otherwise stated)

Review of Operations:

Standalone:

The Company is engaged in the business of information and technology services. During the year under review,

your Company recorded turnover of Rs.7968.07 Lakhs from Business activities in comparison with previous
year’s turnover of Rs. 2836.65 Lakhs and achieved net profit of Rs.3169.98 Lakhs for the year in comparison with
the previous year’s net profit of Rs. 1025.29 Lakhs.

Consolidated:

During the year under review, your Company recorded turnover of Rs. 14596.28 Lakhs from Business activities in
comparison with previous year’s turnover of Rs. 10169.61 Lakhs and achieved net profit of Rs.3437.78 Lakhs for
the year in comparison with the previous year’s net profit of Rs. 1211.78 Lakhs.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there is no change in the nature of business.

AMOUNTS TRANSFERRED TO RESERVES

During the year under review, no amount was transferred to the Reserves by the Board.

DIVIDEND

The Directors have not recommended any dividend for this financial year.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE
OF THE REPORT

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

MANAGEMENT DISCUSSION AND ANALYSIS
Industry Outlook

The software industry continues to demonstrate strong growth prospects, driven by rapid advancements in cloud
computing, artificial intelligence (AI), machine learning, automation, cybersecurity and data analytics. Organizations
across industries are increasingly investing in digital transformation initiatives to enhance operational efficiency,
improve customer experiences and achieve sustainable growth. The growing adoption of AI-enabled applications,
cloud-native platforms and data-driven decision-making is expected to create significant opportunities for software
companies over the coming years.

Competitive Landscape

The software sector remains highly competitive, with global technology leaders and emerging innovators
continuously introducing advanced products and services. To maintain a competitive advantage, the Company
focuses on delivering innovative, reliable and customer-centric solutions tailored to evolving business requirements.
Our commitment to quality, technological excellence and customer satisfaction remains central to our market
positioning strategy.

Business Strategy:

The Company’s growth strategy is focused on the following key areas:

Product Innovation: Continuous investment in research and development to enhance existing offerings and develop
next-generation software solutions incorporating AI, automation and cloud technologies.

Customer Growth and Retention: Strengthening customer relationships through superior service delivery, proactive
support, and targeted business development initiatives to expand our client base and increase customer loyalty.

Diversified Revenue Model:

Maintaining multiple revenue streams through software subscriptions, licensing arrangements, implementation
services, support services, and customized technology solutions.

Operational Excellence: Enhancing operational efficiency through process optimization, technology upgrades, and
prudent resource management to support sustainable growth and profitability.

Future Prospects

The Board remains optimistic about the Company’s future growth and business prospects. The increasing demand
for digital solutions, cloud infrastructure, artificial intelligence and data analytics is expected to create new business

opportunities. The Company will continue to focus on innovation, market expansion and operational efficiency to
strengthen its market presence and create long-term value for stakeholders.

Opportunities

The evolving technology landscape presents significant opportunities for growth. Increasing investments in digital
transformation, cybersecurity, cloud adoption, artificial intelligence and enterprise automation are expected to drive
demand for innovative software solutions. The Company intends to leverage these opportunities by expanding its
capabilities, strengthening strategic partnerships, and exploring new market segments.

Challenges and Threats

The Company operates in a dynamic environment characterized by rapid technological changes, evolving customer
expectationsand intense competition. Cybersecurity risks, data privacy concerns, regulatory developments and
the increasing complexity of technology ecosystems continue to present operational challenges. Additionally,
competition for highly skilled technology professionals may impact talent acquisition and retention efforts.

Risks and Concerns

The Company has adequate internal control systems commensurate with the size and nature of its business. These
controls are designed to ensure the safeguarding of assets, accuracy and completeness of accounting records,
compliance with applicable laws and regulations and the efficient conduct of business operations. The effectiveness
of the internal control framework is periodically reviewed through internal audits and management oversight.

Internal Control Systems and Their Adequacy

The Company has adequate internal control systems commensurate with the size and nature of its business. These
controls are designed to ensure the safeguarding of assets, accuracy and completeness of accounting records,
compliance with applicable laws and regulations and the efficient conduct of business operations. The effectiveness
of the internal control framework is periodically reviewed through internal audits and management oversight.’

Financial Ratios

The Key Financial Ratios with detailed explanations were disclosed in the Financial Statements, which forms part
of this Report.

ANNUAL RETURN

The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed at
https://covance.ai/annual-return-as-provided-under-section-92-of-the-companies-act-2013/

SHARE CAPITAL(a) Authorized Share Capital

During the year under review, there was an increase in the Authorized Share Capital of the Company from
Rs.15,00,00,000/- to Rs.27,00,00,000/- pursuant to a resolution passed by the shareholders at their AGM held
on 26.07.2025. The Authorized Share Capital of the Company as on March 31, 2026 stood at Rs.27,00,00,000/-,
comprising 2,70,00,000 equity shares of Rs.10/- each.

(b) Paid-up Share Capital

During the year under review, there was a change in the Paid-up Share Capital of the Company. The Company
allotted 73,81,844 equity shares of Rs.10/- each on a rights basis on 22.09.2025. Consequently, as on March 31,
2026, the Paid-up Share Capital of the Company stood at Rs.22,14,55,330/-, comprising 2,21,45,533 equity shares
of Rs.10/- each.

(c) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

(d) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

(e) Bonus Shares

The Company has not issued any bonus shares during the year under review.

(f) Employees Stock Option

The Company has not provided any Stock Option Scheme to the employees.

DEPOSITS

During the year, the Company has not accepted any deposit under Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014. There are no unclaimed deposits with the Company. Further the
Company has not defaulted in repayment of deposits or payment of interest thereon.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES

As on March 31, 2026, the Company has a Wholly Owned Subsidiary, namely M/s. SoftSol Resources Inc., USA.
In accordance with Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations 2015 (Listing Regulations), M/s. Softsol Resources Inc, USA is the material non-
listed subsidiary.

There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies
Act, 2013. There has been no material change in the nature of the business of the subsidiary.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the financial year ended March 31, 2026, no company became or ceased to be a subsidiary, joint venture or
associate company of the Company.

Review of Operations of Subsidiary(ies):

Highlights of performance of SoftSol Resources Inc, USA: SoftSol Resources Inc., (SRI) a wholly owned
subsidiary of your Company, recorded total revenue of US$ 12,331,555 for the year ended March 31, 2026 in
comparison with the previous year’s revenue of US$ 11,239,142. SRI recorded net Profit of US $ 297,156 for the
year ended March 31, 2026 in comparison with the previous year’s net (Loss) of US$ $ 220,879. SRI has made a
positive contribution to the Company’s overall performance.

Consolidated Financial Statements:

As stipulated under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations &
DisclosureRequirements), Regulations, 2015, as amended from time to time (“Listing Regulations”), the
Consolidated Financial Statements have been prepared by the Company in accordance with the applicable
Accounting Standards. The audited Consolidated Financial Statements together with Auditor’s Report form part
of this Annual Report. The same is with unmodified opinion (unqualified).

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features
of financial performance of Wholly owned subsidiary in Form AOC-1 is attached as an Annexure -1 to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNELDetails of Directors or Key Managerial Personnel who were appointed or resigned during the year:

During the year under review, the Board of Directors, at its meeting held on August 14, 2025, appointed Mr.Aravind
Kumar Madala (DIN: 06994824) as an Additional Director of the Company with effect from September 1, 2025.
The appointment was subsequently approved by the Members of the Company through Postal Ballot on November
15, 2025. Ms. Chandana Konduru was appointed as a Company Secretary and Compliance Officer with effect from
30.04.2025.

Mr. Bhaskar Rao Madala (DIN: 00474589) resigned from the office of Director of the Company with effect from
October 25, 2025.

Except as stated above, there were no changes in the Directors and Key Managerial Personnel of the Company
during the year under review.

During the year under review, the following were the Key Managerial Personnel of the Company:

• Shri Srinivasa Rao Madala - Managing Director

• Shri Koteswara Rao Yerragopi - Chief Financial Officer

• Ms. Chandana Konduru - Company Secretary and Compliance Officer

The Company continues to benefit from the guidance, expertise and experience of its directors and senior
management team.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of
the Company, Shri. Srinivasa Rao Madala,Managing Director, retires by rotation at the ensuing Annual General
Meeting and, being eligible, has offered himself for re-appointment.

None of the Directors or Key Managerial Personnel of the Company is disqualified from holding office under
the provisions of the Companies Act, 2013 or the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The composition of the Board is in compliance with the applicable provisions of the Companies
Act, 2013 and the Listing Regulations.

Number of Meetings of the Board:

During the year under review, 5 Board Meetings were held and the intervening gap between the Meetings was
within the period as prescribed under the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of section 134(3)(p) of the Companies Act, 2013 and Listing Regulations, the Board
adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Individual
Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation
process covering various aspects of the Boards functioning such as composition of the Board & committees,
experience & competencies, performance of specific duties & obligations, governance issues etc. The evaluation of
the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent
Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results,
which reflected the overall engagement and effectiveness of the Board and its Committees with the Company.

INDEPENDENT DIRECTORSA statement regarding opinion of Board with regard to integrity, expertise and experience of Independent
Directors:

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company
possesses integrity, relevant expertise and experience required to best serve the interest of the Company. The
Independent Directors have affirmed compliance with the Code for the Independent Directors mentioned in
Schedule IV of the Companies Act, 2013.

A Statement of Declaration by Independent Directors:

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent
Director in compliance with the provisions of Section 149 of the Companies Act, 2013 read with Regulation 16(1)
(b) of the Listing Regulations and the Board is also of the opinion that the Independent Directors fulfill all the
conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

Meeting of Independent Directors

A separate meeting of the Independent Directors was held, inter-alia, to discuss evaluation of the performance
of Non-Independent Directors, the Board as a whole, evaluation of the performance of the Chairman, taking
into account the views of the Executive and Non- Executive Directors and the evaluation of the quality, content
and timeliness of flow of information between the management and the Board that is necessary for the Board to
effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as
a whole.

PARTICULARS OF EMPLOYEES:

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the rules there under as amended from
time to time is annexed as an Annexure - 2 to this Report.

There are no instances of employees who was in receipt of remuneration in excess of the limit prescribed in
provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the rules made there under.

HUMAN RESOURCES:

Your Company consistently invests in the attraction, retention, and development of talent, recognizing the dynamic
nature of the Human Resources field. As the global economy, technology, and societal values continue to evolve,
our HR professionals stay ahead of the curve by crafting strategies for upskilling and reskilling employees.
Additionally, we prioritize employee well-being and mental health support to foster a positive and supportive
work environment.

The Company has 175 employees as of March 31, 2026 on permanent rolls. The employees’ relation at all levels
and at all units continued to be cordial during the year.

COMMITTEES OF THE BOARD

The details of the following committees of the Board along with their composition and meetings held during the
financial year 2025-26 are given in the Report on Corporate Governance forming part of this Report.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection
and appointment of Directors, Senior Management and their remuneration including criteria for determining
qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of
section 178 relating to the remuneration for the Directors (including criteria of making payments to Non-Executive
Directors), Key Managerial Personnel, and other employees.

The Nomination and Remuneration Policy was formulated in compliance with Section 178 of the Companies Act,
2013 read with rules framed thereunder and the Listing Regulations. This policy on Nomination and Remuneration
of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and
Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.

Objective: The objective of the policy is to guide the Board, in relation to appointment, re-appointment and
removal of Directors, Key Managerial Personnel and Senior Management, to evaluate the performance of the
Directors, remuneration payable to the Directors, Key Managerial Personnel and Senior Management, so to retain,
motivate and promote talent and to ensure long term sustainability of talented managerial persons and create
competitive advantage and to guide succession plan for the Board and to regularly review the plan.

The Policy has been uploaded on the website of the Company at https://covance.ai/code-of-conduct-and-corporate-
governance-policies/

CORPORATE SOCIAL RESPONSIBILITY (“CSR”) POLICY

During the year under review, the company has constituted the CSR committee as per the the provisions under
Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014.

The detailed CSR Policy has been uploaded on Company’s website and can be accessed through the web-linkhttps://
covance.ai/corporate-social-responsibility-policy-and-activities/

The annual report on Corporate Social Responsibility (CSR) activities is annexed as Annexure 3.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the requirement of Section 177(9) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements)Regulations, 2015, the Company has established a Vigil Mechanism
called the ‘Whistle Blower Policy’ for Directors and Employees to report concern of unethical behavior, actual
or suspected fraud or violation of the Company’s Code of Conduct or ethics policy and the details of the Whistle
Blower Policy has been uploaded on the Company’s website and can be accessed through the https://covance.ai/
investors/vigil-mechanism-whistle-blower-policy/

RISK MANAGEMENT POLICY

We believe that effective risk management policy is critical to mitigate potential risks and ensure business
continuity. In order to achieve this, the Company has in place Risk Management Policy as per requirement of
the Listing Regulations and Section 134(3)(n) of the Companies Act, 2013, which requires the Company to lay
down procedure for risk assessment and risk minimization. The Board of Directors, Audit committee and the
Senior Management of the Company are periodically reviewing the policy and monitoring its implementation to
ensure the optimization of business performance, to promote confidence amongst stake holders in the business
processes, plan and meet strategic objectives and evaluate, tackle and resolve various risks associated with the
company.

BORROWINGS

The Company does not have any borrowings from Banks, Financial Institutions, Body Corporates or from
any other personsexcept for a loan from Madala Holdings Limited. The said loan was originally extended by
Madala Holdings Limited to SoftSol Resources Inc. Pursuant to the Scheme of Demerger, SoftSol Resources
Inc. became a subsidiary of the Company, and the corresponding loan was transferred to and recognized in the
books of the Company. Accordingly, the loan from Madala Holdings Limited is disclosed as a borrowing of the
Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

During the year under review, the Company has not made any investments or granted loans or provided security
falling under the provisions of Section 186 of the Act.

DETAILS OF CREDIT RATING

The Company was not assigned with any Credit Rating.

SECRETARIAL STANDARDS

Your Directors confirm that the Company has, during the year, complied with the applicable Secretarial
Standards issued by The Institute of Company Secretaries of India.

LISTING OF SHARES:

The Equity shares of the Company are listed on BSE Limited, Mumbai, which provides a wider access to the
investors nationwide.

AUDITOR’S AND THEIR REPORT(S):Statutory Auditors’:

In accordance with the provisions of Companies Act, 2013, at the 01st Annual General Meeting held on
22.07.2024, the members approved for appointment of M/s. Pavuluri & Co., Chartered Accountants, Hyderabad
(FRN: 012194S), as Statutory Auditors of the Company, for a period of 5 years i.e. up to the conclusion of 06th
Annual General Meeting.

There are no qualifications, reservations, adverse remarks or disclaimers in the Auditors’ Report. Accordingly, no
explanation or comments by the Board are required.

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and
Rules framed there under, either to the Company or to the Central Government. The notes on accounts referred
to and the Auditors Report are self-explanatory and therefore do not call for any explanatory note.

Internal Auditors’:

M/s Bhavani & Co, Chartered Accountants, Hyderabad are the Internal Auditors of the Company who have
conducted the internal audit of the Company for the FY 2025-2026, as required under Section 138 of the Act
2013 and the Companies (Accounts) Rules, 2014.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. The scope and authority of the Internal Audit function is defined. The Audit Committee of the Board
of Directors actively reviews the adequacy and effectiveness of the Internal Control System and suggests
improvements to strengthen the same. To maintain its objectivity and independence, the Internal Auditor reports
to the Chairman of the Audit Committee of the Board. Based on the report of internal audit function, Company
undertakes corrective action in their respective areas and thereby strengthens the controls. Recommendations
along with corrective actions thereon are presented to the Audit Committee of the Board and accordingly
implementation has been carried out by the Company.

Secretarial Auditors’:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained the Secretarial Audit
Report for the financial year 2025-26 from M/s. B S S & Associates, Company Secretaries, Hyderabad (Firm
Registration No. P2012AP026000). The Members of the Company, at the 02nd Annual General Meeting held
on July 26, 2025, approved the appointment of M/s. B S S & Associates as Secretarial Auditors of the Company
for a term of five consecutive financial years commencing from FY 2025-26 up to FY 2029-30.

The Secretarial Audit Report is self-explanatory and therefore do not call for any explanation and the same is
annexed as an Annexure - 4 to this Report.

Cost Records:

Maintenance of cost records as prescribed under the provisions of Section 148 of the Companies Act, 2013 are
not applicable for the business activities carried out by the Company during the financial year.

Cost Auditors’:

The provisions of Section 148 of the Companies Act, 2013, related to Cost Audit are not applicable to the
Company

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION
OR ADVERSE REMARK

There are no qualifications, reservations or adverse remarks or disclaimers made -

(i) by the Statutory Auditors’ in their report; and

(ii) by the Secretarial Auditors’ in their report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year,there are no material Related Party Transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the
interest of the Company at large.

The details of Related Party Transactions are provided in the accompanying Corporate Governance Report and
Audited Financial Statements.

INFORMATION REQUIRED UNDER SECTION 134(3)(M) OF THE COMPANIES ACT, 2013
READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014 PERTAINING
TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

(A) Conservation of Energy:

Your Company’s activities are service based, energy consumed is only in the nature of electrical consumption
for use and maintenance of office appliances. However, the efforts of your Company are aimed at keeping the
consumption levels to as low as practicable.

1) Steps taken for conservation of energy: The Company continues to work on reducing carbon
footprint in all its areas of operations through initiatives like (a) green infrastructure, (b) green IT
(data centers, laptops and servers etc, (c) operational energy efficiency.

2) Steps taken for utilizing alternate sources of energy/resources: Nil3) Capital Investment on energy conservation equipments: Nil

(B) Technology Absorption:

Your Company not being engaged in any manufacturing activity, there is no material information to be provided
in this regard.

The Company continues to use the latest technologies for improving the productivity and quality of its services
and products. The Company’s operations do not require significant import of technology.

1) Efforts made towards technology absorption: A continuous interaction and exchange of information
in the industry is being maintained with a view to absorbing, adapting and innovating new methods
that may be possible.

2) Benefits derived like product improvement, cost reduction, product development or import
substitution: Not Applicable3) Information regarding technology imported, during the last 3 years: Nil4) Expenditure incurred on Research and Development: NIL

(C) Foreign Exchange Earnings and Outgo: Total foreign exchange earnings and outgo details during the
year were

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts / tribunals which would impact the
going concern status of the Company and its future operations.

TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF

There is no Unclaimed/Unpaid Dividend in the Company. Therefore, the provisions of the Act and the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”)
for transfer of unpaid/ unclaimed dividend as well as shares on which dividend remain unpaid/ unclaimed for a
period of seven consecutive years to IEPF Account, are not applicable on the Company.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31,2026
has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section
133 of the Act read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates
and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair
manner, the form and substance of transactions and reasonably present the Company’s state of affairs, profits
and cash flows for the year ended March 31, 2026. The Notes to the Financial Statements forms an integral part
of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to the Directors
Responsibilities Statement, it is hereby confirmed;

(a) In the preparation of the annual financial statement, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any:

(b) The directors have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit and loss of the Company for that year;

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis;

(e) The directors have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively and

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company’s internal financial control systems commensurate with the nature and size of its business
operations. Your Company has maintained a proper and adequate system of internal financial controls. This
ensures that all Assets are safeguarded and protected against loss from unauthorized use or disposition and that
the transactions are authorised, recorded and reported diligently.

The Audit Committee and Independent Internal Auditors, regularly review internal financial controls and
operating systems and procedures for efficiency and effectiveness. The Internal Auditor’s Reports are regularly
reviewed by the Audit Committee of the Board.

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

The Company has put in place a Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in
accordance with the requirement of the ‘Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual
harassment. All employees of the Company are covered under the aforementioned Policy.

The summary of complaints received and disposed off up to March 31, 2026 were as under:

Number of complaints received: 0
Number of complaints disposed off: 0

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH
THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, Company has not made any application under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016).

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The requirement to disclose the details of difference between amount of the valuation done at the time of
onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with
the reasons thereof is not applicable.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Schedule V(B) of the Listing Regulations, the Management Discussion and Analysis Report
forms part of this Report.

CORPORATE GOVERNANCE

Your Company has always strived to maintain appropriate standards of good corporate governance. The report
on corporate governance as stipulated under Schedule V (C) of the Listing Regulations forms as Annexure-5
of this Report. The requisite certificate confirming compliance with the conditions of corporate governance as
stipulated under the said clause is attached to this report.

CORPORATE POLICIES

The Listing Regulations mandate the formulation of certain policies for all Listed Companies. The Corporate
Governance Policies are available on the Company’s website at https://covance.ai/code-of-conduct-and-
corporate-governance-policies/. The policies are reviewed periodically by the Board and updated as needed.

BUSINESS RESPONSIBILITY REPORT

The Board of Directors of the Company hereby confirms that according to the provisions of Regulation 34(2)
(f) of the Listing Regulations, the report on Business Responsibility Report is not mandatorily applicable to our
Company, hence not annexed with Annual Report

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice
of 03rd Annual General Meeting of the Company including the Annual Report for Financial Year 2025-26 are
being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

APPRECIATION

The Board of Directors, wish to place on record its sincere appreciation for the support and co-operation received
from all its stakeholders including customers, promoters, shareholders, bankers, suppliers, auditors,various
departments/ agencies of Central/State Government and other business associates of the Company. Your Board
recognizes and appreciates the contributions made by all employees at all level that ensure sustained performance
in a challenging environment.

On behalf of the Board of Directors
For COVANCE SOFTSOL LIMITED

Srinivasa Rao Madala

Chairman & Managing Director
DIN:01180342

Place: Hyderabad
Date: August 14, 2026

Your Directors have pleasure in presenting the 02nd Annual Report on the business and operations of your Company, for the financial year ended March 31, 2025.

STATE OF COMPANY’S AFFAIRSFinancial Highlights

The Hon’ble National Company Law Tribunal (NCLT), Hyderabad Bench vide its order dated 12.09.2024, sanctioned the scheme of arrangement among Softsol India Limited and Covance Softsol Limited and their respective shareholders and creditors inter-alia providing for the demerger of software business undertaking from Softsol India Limited to Covance Softsol Limited with the appointed date 1st April, 2023 and consequently equity shares of the company got listed at BSE Limited on 20th February, 2025.

The financial statements for the year ended March 31, 2025 have been prepared in accordance with the requirementsof Ind AS 103. Consequently, the figures of standalone financials for the year ended March 31, 2025 have been restated to give impact of the Scheme of Arrangement.

The Financial Highlights of the Company are as given hereunder:

Review of Operations:Standalone:

The Company is engaged in the business of information and technology services. During the year under review, your Company recorded turnover of Rs.2836.65 lakhs from Business activities in comparison with previous year’s turnover of Rs.1104.59 lakhs and achieved net profit of Rs.1025.29 Lakhs for the year in comparison with the previous year’s net profit of Rs.57.50 Lakhs.

Consolidated:

During the year under review, your Company recorded turnover of Rs. 10169.61 lakhs from Business activities in comparison with previous year’s turnover of Rs.6117.12 lakhs and achieved net profit of Rs.1211.78 Lakhs for the year in comparison with the previous year’s net profit of Rs.125.47 Lakhs.

FUTURE OUTLOOK & BUSINESS STRATEGY:Industry Analysis:

The software industry in 2025-2026 is expected to maintain strong growth momentum, driven by the continued adoption of cloud-based solutions, artificial intelligence, and data analytics. Industry reports indicate a healthy annual growth rate of around 11-13% through 2027. This expansion is supported by rising demand for scalable cloud infrastructure, intelligent automation tools, and data-driven decision-making capabilities. As businesses across sectors accelerate their digital transformation initiatives, the software market is set to remain a key engine of innovation and economic progress.

Competitive Landscape:

The software industry remains highly competitive, dominated by major players like Microsoft, Salesforce, and Oracle.

To stand out in these crowded markets, our strategy centers on delivering innovative, customer-focused solutions tailored to the unique challenges and demands of each industry we serve.

Business Strategy:

Our business strategy is anchored in the following key focus areas:

Product Development: We will continue to invest strategically in expanding our product portfolio, with a strong emphasis on Al-driven solutions and scalable cloud-based services to meet evolving market demands.

Customer Acquisition and Retention: By strengthening our customer support framework and executing targeted marketing initiatives, we aim to both attract new clients and deepen relationships with our existing customer base.

Revenue Streams: We will maintain a diversified revenue model that includes subscription-based offerings, software licensing, and value-added services to ensure financial stability and growth.

Financial Projections:

We remain optimistic about our future performance and anticipate steady revenue growth over the next three years. This outlook is supported by our commitment to innovation, strategic market expansion, and a strong focus on maintaining profitability through effective resource allocation and disciplined cost management.

Challenges

While we recognize potential challenges stemming from macroeconomic fluctuations and evolving regulatory landscapes, our diversified revenue base and strong client relationships place us in a favorable position to navigate and mitigate these risks effectively.

Opportunities

The software sector continues to transform rapidly, fueled by ongoing technological innovation and shifting business priorities. We see significant opportunity in the increasing demand for artificial intelligence and data analytics, and we plan to invest in these areas to capitalize on emerging trends and drive long-term growth.

Threats

The rising incidence of cyber threats—including ransomware, data breaches, and other security risks—poses a serious challenge to software companies, particularly in safeguarding customer data and intellectual property. Talent acquisition remains a concern, as heightened competition across the industry could lead to shortages of skilled professionals, making it more difficult to attract and retain top-tier talent.

Risks and Concerns

To address these evolving risks, we have implemented a comprehensive Risk Management Policy. This framework enables us to proactively identify, assess, and prioritize potential threats while ensuring business continuity. Upholding product quality, maintaining transparency, and responding swiftly to customer concerns remain central to our efforts to build and preserve trust and reputation in the marketplace.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

As the members are aware, the Hon’ble NCLT, Hyderabad Bench, in its order dated 12.09.2024, approved the scheme of arrangement between Softsol India Limited (Demerged Company) and Covance Softsol Limited (Resulting Company), involving the demerger of the software business from Softsol India Limited to Covance Softsol Limited, with an appointed date of 1st April, 2023. However, there are no Material changes from the date of closure of the financial year.

Upon the Scheme becoming effective, all equity shares of the Resulting Company, Covance Softsol Limited, held by the Demerged Company (whether directly and/or through nominees) stood cancelled, and Equity Shares were issued and allotted to the shareholders of SOFTSOL INDIA LIMITED in the following proportion:

‘1 (One) Fully Paid-Up Equity Share of Rs.10/- each (Indian Rupees Ten) of Covance Softsol Limited was issued and allotted for every 1 (One) Fully Paid-Up Equity Share of Rs.10/- (Indian Rupees Ten) each held by the shareholders of Softsol India Limited.’

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company.

ANNUAL RETURN

The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed at https://covance.ai/annual-return-as-provided-under-section-92-of-the-companies-act-2013/

AMOUNTS TRANSFERRED TO RESERVES:

During the year under review, no amount was transferred to the Reserves by the Board.

DIVIDEND

The Directors have not recommended any dividend for this financial year.

SHARE CAPITALAuthorised, Issued, Subscribed and Paid-up Capital:

As on March 31, 2025, the Authorised Share Capital was Rs.15,00,00,000 divided into 1,50,00,000 Equity shares of Rs. 10/- each and the Issued, Subscribed and Paid-up Share Capital was Rs. Rs. 14,76,36,890/- divided into 1,47,63,689 Equity shares of Rs. 10/- each.

During the year under review, the Company did not issue any shares, including those with differential voting rights, nor did it grant stock options, sweat equity, or undertake any buyback of shares.Except the Company cancelled its existing 10,000 equity shares and allotted 1,47,63,689 new equity shares to the existing shareholders of the demerged company on 14.10.2025 pursuant to the Scheme of Arrangement.

DEPOSITS

During the year the Company has not accepted any deposit under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2025, there are no unclaimed deposits with the Company. Further the Company has not defaulted in repayment of deposits or payment of interest thereon.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIESNames of Companies which have become or ceased to be the subsidiaries, joint ventures or associate Companies during the year:

During the year under review, pursuant to Scheme of Arrangement, Softsol Resource Inc. has become Wholly Owned Subsidiary of the Company.

As on March 31, 2025, the Company has a Wholly Owned Subsidiary, namely M/s. SoftSol Resources Inc., USA. In accordance with Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (Listing Regulations), M/s. Softsol Resources Inc, USA is the material non-listed subsidiary.

There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiary.

Review of Operations of Subsidiary(ies):

Highlights of performance of SoftSol Resources Inc, USA: SoftSol Resources Inc., (SRI) a wholly owned subsidiary of your Company, recorded total revenue of US$ 11,673,142 for the year ended March 31, 2025 in comparison with the previous year’s revenue of US$ 6,206,644. SRI recorded net Profit of US $ 220,879 for the year ended March 31, 2025 in comparison with the previous year’s net (Loss) of US$ $ (80,194). SRI has made a positive contribution to the Company’s overall performance.

Consolidated Financial Statements:

As stipulated under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, as amended from time to time (“Listing Regulations”), the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited Consolidated Financial Statements together with Auditor’s Report form part of this Annual Report. The same is with unmodified opinion (unqualified).

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features

of financial performance of Wholly owned subsidiary in Form AOC-1 is attached as an Annexure -1 to this report. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Details of Directors or Key Managerial Personnel who were appointed or resigned during the year:

During the year under review, the following changes took place in the Company:

In the Extraordinary General Meeting held on August 30, 2024, Mr. Bhaskar Rao Madala (DIN: 00474589) has been redesignated from Executive Director to Non-Executive Director.

In the Board meeting held on October 14, 2024, Ms. A R M Madhuri was appointed as Company Secretary cum Compliance Officer and Key Managerial Personnel of the Company with effect from October 14, 2024.However, Ms. A R M Madhuri has resigned with effect from April 01, 2025 and Ms. Chandana Konduru was appointed as Company Secretary cum Compliance Officer and Key Managerial Personnel of the Company with effect from April 30, 2025.

In the Board meeting held on September 02, 2024,

- Mr. Srinivasa Rao Madala (DIN: 01180342) was appointed as Additional Director and Managing Director of the Company w.e.f September 02, 2024,

- Mr. Rakesh Sri Vankina (DIN: 01873325) and Mr. Veeraghavulu Kandula (DIN: 03090720) were appointed as Non-Executive Independent Directors of the Company w.e.f September 02, 2024.

In the Extraordinary General Meeting of the Company held on September 10, 2024, Mr. Srinivasa Rao Madala, Mr. Rakesh Sri Vankina (DIN: 01873325) and Mr. Veeraghavulu Kandula (DIN: 03090720) were regularized as Directors.

In the Board Meeting held on November01, 2024, the Board appointed Mr. Koteswara Rao Yerragopi as the CFO of the Company with effect from November 01, 2024.

Except the above there has been no change in the Directors and Key Managerial Personnel of the Company.

None of the directors of the Company are disqualified under the provisions of the Companies Act, 2013 or under the provisions of Listing Regulations. The existing composition of the Company’s Board is fully in conformity with the applicable provisions of the Act 2013 and Listing Regulations.

Number of Meetings of the Board:

During the year under review, 6 Board Meetings were held and the intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of section 134(3)(p) of the Companies Act, 2013 and Listing Regulations, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement and effectiveness of the Board and its Committees with the Company.

INDEPENDENT DIRECTORSA statement regarding opinion of Board with regard to integrity, expertise and experience of Independent Directors:

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company possesses integrity, relevant expertise and experience required to best serve the interest of the Company. The Independent Directors have affirmed compliance with the Code for the Independent Directors mentioned in Schedule IV of the Companies Act, 2013.

A Statement of Declaration by Independent Directors:

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 read with Regulation 16(1)

(b) of the Listing Regulations and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

Meeting of Independent Directors

A separate meeting of the Independent Directors was held, inter-alia, to discuss evaluation of the performance of Non-Independent Directors, the Board as a whole, evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors and the evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

PARTICULARS OF EMPLOYEES:

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the rules there under as amended from time to time is annexed as an Annexure - 2 to this Report.

There are no instances of employees who was in receipt of remuneration in excess of the limit prescribed in provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the rules made there under.

HUMAN RESOURCES:

Your Company consistently invests in the attraction, retention, and development of talent, recognizing the dynamic nature of the Human Resources field. As the global economy, technology, and societal values continue to evolve, our HR professionals stay ahead of the curve by crafting strategies for upskilling and reskilling employees. Additionally, we prioritize employee well-being and mental health support to foster a positive and supportive work environment.

The Company has 99 employees as of March 31, 2025 on permanent rolls. The employees’ relation at all levels and at all units continued to be cordial during the year.

COMMITTEES OF THE BOARD

The details of the following committees of the Board along with their composition and meetings held during the financial year 2024-25 are given in the Report on Corporate Governance forming part of this Report.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 relating to the remuneration for the Directors (including criteria of making payments to Non-Executive Directors), Key Managerial Personnel, and other employees.

The Nomination and Remuneration Policy was formulated in compliance with Section 178 of the Companies Act, 2013 read with rules framed thereunder and the Listing Regulations. This policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.

Objective: The objective of the policy is to guide the Board, in relation to appointment, re-appointment and removal of Directors, Key Managerial Personnel and Senior Management, to evaluate the performance of the Directors, remuneration payable to the Directors, Key Managerial Personnel and Senior Management, so to retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage and to guide succession plan for the Board and to regularly review the plan.

The Policy has been uploaded on the website of the Company at https://covance.ai/code-of-conduct-and-corporate-governance-policies/

CORPORATE SOCIAL RESPONSIBILITY (“CSR”) POLICY

During the year under review, the company has constituted the CSR committee as per the the provisions under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The detailed CSR Policy has been uploaded on Company’s website and can be accessed through the web-linkhttps:// covance.ai/corporate-social-responsibility-policy-and-activities/

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the requirement of Section 177(9) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Company has established a Vigil Mechanism called the ‘Whistle Blower Policy’ for Directors and Employees to report concern of unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy and the details of the Whistle Blower Policy has been uploaded on the Company’s website and can be accessed through thehttps://covance.ai/ wp-content/uploads/simple-file-list/Vigil-mechanism-Whistle-Blower-policy/Vigil-Mechanism-Whistle-Blower-Policy.pdf

RISK MANAGEMENT POLICY

We believe that effective risk management policy is critical to mitigate potential risks and ensure business continuity. In order to achieve this, the Company has in place Risk Management Policy as per requirement of the Listing Regulations and Section 134(3)(n) of the Companies Act, 2013, which requires the Company to lay down procedure for risk assessment and risk minimization. The Board of Directors, Audit committee and the Senior Management of the Company are periodically reviewing the policy and monitoring its implementation to ensure the optimization of business performance, to promote confidence amongst stake holders in the business processes, plan and meet strategic objectives and evaluate, tackle and resolve various risks associated with the Company.

BORROWINGS

The Company does not have any borrowings from Banks, Financial Institutions, Body Corporates or from any other persons.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

During the year under review, the Company has not made any investments or granted loans or provided security falling under the provisions of Section 186 of the Act.

DETAILS OF CREDIT RATING

The Company was not assigned with any Credit Rating.

SECRETARIAL STANDARDS

Your Directors confirm that the Company has, during the year, complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

LISTING OF SHARES:

The Equity shares of the Company are listed on BSE Limited, Mumbai, which provides a wider access to the investors nationwide.

AUDITOR’S AND THEIR REPORT(S):Statutory Auditors’:

In accordance with the provisions of Companies Act, 2013, at the 01st Annual General Meeting, the members approved for appointment of M/s. Pavuluri & Co., Chartered Accountants, Hyderabad (FRN: 012194S), as Statutory Auditors’ of the Company, for a period of 5 years i.e. up to the conclusion of 06th Annual General Meeting.

There is no qualification or adverse remark in Auditors’ report. As regards the comments made in the Auditors Report, the Board is of the opinion that the same are self-explanatory and does not require further clarification.

There have been no instances of fraud reported by the Statutory Auditors’ under Section 143(12) of the Act and Rules framed there under, either to the Company or to the Central Government. The notes on accounts referred to and the Auditors Report are self explanatory and therefore do not call for any explanatory note.

Internal Auditors’:

M/s Bhavani & Co, Chartered Accountants, Hyderabad are the Internal Auditors’ of the Company who have conducted the internal audit of the Company for the FY 2024-2025, as required under Section 138 of the Act 2013 and the Companies (Accounts) Rules, 2014.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the Internal Control System and suggests improvements to strengthen the same. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. Based on the report of internal audit function, Company undertakes corrective action in their respective areas and thereby strengthens the controls. Recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and accordingly implementation has been carried out by the Company.

Secretarial Auditors’:

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 obtained Audit Report from M/s B S S & Associates, Company Secretaries, Hyderabad (C.P. No. 7999), for the financial year 2024-25.

The Secretarial Audit Report is self-explanatory and therefore do not call for any explanation and the same is annexed as an Annexure - 3 to this Report.

Cost Records:

Maintenance of cost records as prescribed under the provisions of Section 148 of the Companies Act, 2013 are not applicable for the business activities carried out by the Company during the financial year.

Cost Auditors’:

The provisions of Section 148 of the Companies Act, 2013, related to Cost Audit are not applicable to the Company

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK

There are no qualifications, reservations or adverse remarks or disclaimers made -

(i) by the Statutory Auditors’ in their report; and

(ii) by the Secretarial Auditors’ in their report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year,there are no material Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The details of Related Party Transactions are provided in the accompanying Corporate Governance Report and Audited Financial Statements.

INFORMATION REQUIRED UNDER SECTION 134(3)(M) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014 PERTAINING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) Conservation of Energy:

Your Company’s activities are service based, energy consumed is only in the nature of electrical consumption for use and maintenance of office appliances. However, the efforts of your Company are aimed at keeping the consumption levels to as low as practicable.

1) Steps taken for conservation of energy: The Company continues to work on reducing carbon footprint in all its areas of operations through initiatives like (a) green infrastructure, (b) green IT (data centers, laptops and servers etc, (c) operational energy efficiency.

2) Steps taken for utilizing alternate sources of energy/resources: Nil3) Capital Investment on energy conservation equipments: Nil(B) Technology Absorption:

Your Company not being engaged in any manufacturing activity, there is no material information to be provided in this regard.

The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company’s operations do not require significant import of technology.

1) Efforts made towards technology absorption: A continuous interaction and exchange of information in the industry is being maintained with a view to absorbing, adapting and innovating new methods that may be possible.

2) Benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable3) Information regarding technology imported, during the last 3 years: Nil4) Expenditure incurred on Research and Development: NIL

(C) Foreign Exchange Earnings and Outgo: Total foreign exchange earnings and outgo details during the

year were

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts / tribunals which would impact the going concern status of the Company and its future operations.

TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF

There is no Unclaimed/Unpaid Dividend in the Company. Therefore, the provisions of the Act and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) for transfer of unpaid/ unclaimed dividend as well as shares on which dividend remain unpaid/ unclaimed for a period of seven consecutive years to IEPF Account, are not applicable on the Company.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2025 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Act read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs, profits and cash flows for the year ended March 31, 2025. The Notes to the Financial Statements forms an integral part of this Report.

FINANCIAL RATIOS

The Key Financial Ratios with detailed explanations were disclosed in the Financial Statements, which forms part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

(a) In the preparation of the annual financial statement, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any:

(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that year;

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis;

(e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company’s internal financial control systems commensurate with the nature and size of its business operations. Your Company has maintained a proper and adequate system of internal financial controls. This ensures that all Assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorised, recorded and reported diligently.

The Audit Committee and Independent Internal Auditors, regularly review internal financial controls and operating systems and procedures for efficiency and effectiveness. The Internal Auditor’s Reports are regularly reviewed by the Audit Committee of the Board.

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

The Company has put in place a Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the requirement of the ‘Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013’.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees of the Company are covered under the aforementioned Policy.

The summary of complaints received and disposed off up to March 31, 2025 were as under:

Number of complaints received: 0 Number of complaints disposed off: 0

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, Company has not made any application under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Schedule V(B) of the Listing Regulations, the Management Discussion and Analysis Report forms part of this Report.

CORPORATE GOVERNANCE

Your Company has always strived to maintain appropriate standards of good corporate governance. The report on corporate governance as stipulated under Schedule V (C) of the Listing Regulations forms as Annexure-4 of this Report. The requisite certificate confirming compliance with the conditions of corporate governance as stipulated under the said clause is attached to this report.

CORPORATE POLICIES

The Listing Regulations mandate the formulation of certain policies for all Listed Companies. The Corporate Governance Policies are available on the Company’s website athttps://covance.ai/code-of-conduct-and-corporate-governance-policies/. The policies are reviewed periodically by the Board and updated as needed.

BUSINESS RESPONSIBILITY REPORT

The Board of Directors of the Company hereby confirms that according to the provisions of Regulation 34(2) (f) of the Listing Regulations, the report on Business Responsibility Report is not mandatorily applicable to our Company, hence not annexed with Annual Report.

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 02ndAnnual General Meeting of the Company including the Annual Report for Financial Year 2024-25 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

APPRECIATION

The Board of Directors, wish to place on record its sincere appreciation for the support and co-operation received from all its stakeholders including customers, promoters, shareholders, bankers, suppliers, auditors, various departments/ agencies of Central/State Government and other business associates of the Company. Your Board recognizes and appreciates the contributions made by all employees at all level that ensure sustained performance in a challenging environment.