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OCTAWARE TECHNOLOGIES LTD.

21 February 2025 | 12:00

Industry >> IT Consulting & Software

Select Another Company

ISIN No INE208U01019 BSE Code / NSE Code 540416 / OCTAWARE Book Value (Rs.) 38.62 Face Value 10.00
Bookclosure 30/09/2024 52Week High 83 EPS 0.00 P/E 0.00
Market Cap. 15.56 Cr. 52Week Low 43 P/BV / Div Yield (%) 1.12 / 0.00 Market Lot 1,600.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

Your directors have pleasure in presenting the 19th Annual Report together with Audited Financial Statements for the Financial Year ended 31st
March, 2024. 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:

(Rs. In Lakhs)

PARTICULARS

For the Financial Year ended

March 31, 2024

March 31, 2023

Total Income

284.82

612.18

Total Expenditure

316.83

617.45

Profit after Depreciation but
Before Tax

(32.01)

(5.27)

Less: Current Tax

0

0

Deferred Tax

(.53)

0

Income Tax Adjustments of
Earlier Year

0

0

Profit / loss After Tax

(32.01)

(5.27)

II. OPERATIONS AND PERFORMANCE OF THE COMPANY:

During the year under review, the Total Income of the company decreased to Rs. 284.82 lakhs as against the income of Rs. 612.18 Lakhs in the
previous year. The net loss of the Company is Rs. (32.01) Lakhs. Also, the EPS for current Financial Year has been recorded at (-0.89) as against
the EPS of (-.15) 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:

PARTICULARS

For the Financial Year ended

March 31, 2024

March 31, 2023

Total Income

853.52

1731.57

Total Expenditure

1000.01

1867.25

Profit after Depreciation but
Before Tax

(146.49)

(135.68)

Less: Current Tax

.06

-

Deferred Tax

.45

-

Income Tax Adjustments of
Earlier Year

-

-

Profit / loss After Tax

(146.99)

(135.68)

During the year under review, the Total Income of the consolidated Financials of the company decreased to Rs. 853.52 lakhs as against the income
of Rs. 1731.57 Lakhs in the previous year. The net loss of the Company increased to Rs. (146.99) Lakhs as against the net loss of Rs. (135.68) lakhs
in the previous year. Also, the EPS for current Financial Year has been recorded at (.41) as against the EPS of (.38) 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:

1. One is in India that is "Octaware Information Technologies Pvt Limited"

2. One in Dubai namely "Octaware Gulf FZE".

3. One in Qatar namely "Octaware Gulf (QFC Branch)".

Details of the Subsidiary Companies are enclosed in the Annexure - II in Form AOC-1.

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 - III 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, 2024

Capital as at 31st March, 2024

Shares outstanding at the beginning of the
year

3590570

35905700

Changes during the year

0

0

Shares outstanding at the closing of the year

3590570

35905700

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 2023-24:

During the year under review four (4) meetings of the Board of Directors were held on 30.05.2023, 07.09.2023, 13.11.2023 and 13.02.2024, 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
2023-24:

I. With respect to Directors of the Company:

- Appointment and Resignation:

None of the directors of the Company has appointed and resigned during the Financial Year ending 31st March, 2024.

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. Siraj Gunwan (DIN: 02507021) who retires by rotation at the ensuing 19th 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:

- Appointment:

During the Financial Year 2023-24, there was no appointment of Key Managerial Personnel in the Company. However, the Board in its meeting
held on 07.09.2023 appointed Mr. Narayanan Krishnan (DIN:07342596) as the Additional Director of the Company. After that, Mr. Narayanan
Krishnan (DIN:07342596) has been appointed as a Non-executive independent director for a period of three years with the approval of members
of the company w.e.f 30th September, 2023.

There is no re-appointment made by the board of directors in the year 2023-2024.

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, 2024 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

Ms. Rabia Khan

Chairman & Member

Ms. Vidya Hemakar Shetty

Member

Mr. Narayanan Krishnan

Member

The Committee met 3 (three) times during the Financial Year ended 31st March 2024 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

Ms. Rabia Khan

Chairman & Member

Ms. Vidya Hemakar Shetty

Member

Mr. Narayanan Krishnan

Member

The Committee met 2 (two) times during the Financial Year ended 31st March, 2024 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 2023-24 and no complaint is outstanding as on 31st March, 2024.

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) AUDITORS & REPORTS:

I. Statutory Auditors of the Company and their observations on accounts for the year ended 31st March, 2024:

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 no observations / qualifications / disclaimers made by the M/s. DGMS & Co, Chartered Accountants, in their report for the
Financial Year ended 31st March 2024. 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 07.09.2023, M/s Chirag Jain & Associates, Practicing Company Secretaries had been appointed
to issue Secretarial Audit Report for the financial year 2023-24.

Secretarial Audit Report issued by M/s C. B. Jain & Associates., Practicing Company Secretaries in Form MR-3 for the Financial Year 2023-24 is
hereto marked and annexed as
Annexure - IV with this report and is forming part of the Board's Report.

17) 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.

18) 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.

19) EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Copy of the Annual Return for the financial year ended 31st March
2024 made under the provisions of Section 92(3) of the Act is attached as
Annexure-V.

The extract of Annual Return shall also be placed on the website of the Company at: www.octaware. com

20) 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 - VI 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.

21) 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 - VII with this report and is forming part of the Board's
Report.

22) 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.

23) 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.

24) OTHER DISCLOSURE:

I) Listing of shares of the Company:

Originally, the company was listed in April 2017 at Bombay Stock Exchange, Mumbai.

Except above, 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, 2024 the Board of Directors hereby confirms that

(a) That in the preparation of the annual financial statements for the year ended 31st March,2024 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
31stMarch, 2024 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 safe guarding 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.

25) 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.

26) 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.

27) 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.

28) 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 : 07.09.2024 OCTAWARE TECHNOLOGIES LIMITED

Sd/-

Mohammed Aslam Khan Mohammed Siraj Gunwan
Managing Director Whole-time Director

DIN: 00016438 DIN:-02507021