For the Financial Year ended 31st March, 2025
To
The Members,
The Directors are pleased to present the 33rd Annual Report of
your Company together with the audited financial statements for the financial year
ended 31 st March, 2025.
1. Financial Results
The financial results of the Company for the year ended 31st March,
2025 are summarized below:
| Particulars |
Standalone FY 2024-25 |
Standalone FY 2023-24 |
Consolidated FY 2024-25 |
Consolidated FY 2023-24 |
| Total Revenues |
544.63 |
428.03 |
544.63 |
428.03 |
| Total Expenses |
444.80 |
343.11 |
444.80 |
343.11 |
| Profit before exceptional & extraordinary items |
99.83 |
84.92 |
99.83 |
84.92 |
| Exceptional Items |
- |
- |
- |
- |
| Profit before extraordinary items & tax |
99.83 |
84.92 |
99.83 |
84.92 |
| Profit before Tax |
99.83 |
84.92 |
99.83 |
84.92 |
| Current Tax |
29.67 |
25.85 |
29.67 |
25.85 |
| Deferred Tax |
(1.78) |
(3.28) |
(1.78) |
(3.28) |
| Profit for the year |
71.93 |
62.35 |
71.93 |
62.35 |
| Minority Interest |
- |
- |
- |
- |
| Paid-up Equity Capital |
618.28 |
154.57 |
618.28 |
154.57 |
| EPS (Rs)-Basic |
0.12 |
0.40 |
0.12 |
0.40 |
| EPS (Rs)- Diluted |
0.12 |
0.40 |
0.12 |
0.40 |
2. Company Performance and Results of Operations
2.1 Standalone
During the year, your Company earned total revenue of ?544.63 lakhs.
Profit before tax stood at Rs99.83 lakhs, and profit for the year after
tax provisions and adjustments was Rs71.93 lakhs.
2.2 Consolidated
On a consolidated basis (including subsidiary), your Company recorded total
revenue of Rs544.63 lakhs and profit before tax of Rs99.83 lakhs.
3. Dividend
The Board of Directors, after reviewing the financial performance and
future growth requirements of the Company, has decided to retain the entire profits earned
during the financial year 2024-25 in the Profit and Loss Account. Accordingly, no dividend
is recommended or declared for the financial year under review.
4. Share Capital
As on March 31, 2025, the Share Capital of the Company stood
at Rs27,04,99,355, comprising the following:
| Particulars |
No. of Shares |
Face Value (Rs) |
Amount (Rs) |
| Equity Shares - Fully Paid |
1,54,57,106 |
10 each |
15,45,71,060 |
| Equity Shares - Partly Paid (Rights Issue) |
4,63,71,318 |
2.50 each (Partly Paid) |
11,59,28,295 |
| Optionally Convertible Redeemable Preference Shares (OCRPS) |
4,18,700 |
10 each |
41,87,000 |
| Total |
- |
- |
27,04,99,355 |
5. Transfer to Reserves
The Company retained the entire surplus in the Profit and Loss Account;
hence, no transfer to General Reserve was made during the year.
6. Subsidiary Company and Consolidated Financial Statements
The Consolidated Financial Statements of the Company and its subsidiary
have been prepared in accordance with the Indian Accounting Standards (IND AS) notified
under the Companies (Indian Accounting Standards) Rules, 2015. These statements form part
of this Annual Report.
Pursuant to Section 134 of the Companies Act, 2013 read
with Rule 8(1) of the Companies (Accounts) Rules, 2014, the financial
position and performance of the subsidiary are disclosed in the Consolidated Financial
Statements.
As on 31st March, 2025, the Company has one subsidiary, Aspire
Communications Private Limited. There has been no material change in the nature
of the business of the subsidiary during the year. The Consolidated Financial Statements
have been prepared in accordance with the applicable accounting standards.
A separate statement containing the salient features of the
financial statements of the subsidiary and associates, in Form AOC-1, is attached
as Annexure I, along with other financial information of the Company.
7. Deposits
The Company has not accepted any deposits under Chapter V of the
Companies Act, 2013. No principal or interest was outstanding as at the balance sheet
date.
8. Particulars of Loans, Guarantees and Investments
Pursuant to the provisions of Section 134(3)(g) of the Companies
Act, 2013, the particulars of loans given, guarantees provided, and investments made by
the Company under Section 186 of the Act are disclosed in the Notes to Accounts forming
part of the financial statements.
9. Related Party Transactions (RPTs)
There were no material RPTs during FY 2024-25, except a
loan taken from Dr. Vasudevan Mahalingam (Managing Director and Promoter) to fund
day-to-day operations. Disclosures are provided in the Notes to Accounts and
particulars under Section 188(1) in Form AOC-2 attached as Annexure II.
10. Changes in the Board of Directors
Subsequent to the end of the financial year, the following change took
place in the composition of the Board of Directors:
• Mr. Ashok Godavarthi (DIN: 08389864) tendered his resignation as
Independent Director, effective May 29, 2025. The Board placed on record its appreciation
for the valuable guidance and contributions made by Mr. Godavarthi during his tenure as a
Director of the Company.
11. Declaration by Independent Directors
Independent Directors have submitted declarations under Section
149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, confirming
that they meet the criteria of independence and have complied with the Code for
Independent Directors (Schedule IV of the Act).
12. Governance Guidelines
The Board has adopted Governance Guidelines on Board Effectiveness covering
Board composition, roles, independence, tenure, diversity, nomination, induction,
evaluation, remuneration, subsidiary oversight, Code of Conduct, and committee mandates.
13. Nomination & Appointment of Directors
The Nomination and Remuneration Committee (NRC) is responsible
for defining the competency requirements for the Board, taking into account the Company's
industry, strategy, and long-term objectives.
The NRC undertakes a comprehensive Board composition analysis, reflecting
an understanding of the Company's design, operating environment, financial condition, and
compliance requirements. The Committee also conducts periodic gap analyses to
identify areas where additional expertise or diversity is required, including at the time
of each appointment or re-appointment of Directors.
In fulfilling its role, the NRC reviews the profiles of potential
candidates against the identified competency needs and engages with them before making
its recommendations to the Board. At the time of appointment, the Committee communicates
to the appointee the specific requirements of the role, including the level of
expertise and knowledge expected.
14. Qualification, Positive Attributes & Independence Criteria
The Nomination and Remuneration Committee (NRC) has formulated
the criteria for determining the qualifications, positive attributes, and independence of
Directors in accordance with the provisions of Section 178(3) of the Companies Act,
2013 and Regulation 19 read with Part D of Schedule II of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Independence
In accordance with the above criteria, a Director will be considered an
Independent Director if they satisfy the requirements specified under the Act, the
rules framed thereunder, and Regulation 16(1 )(b) of the SEBI Listing Regulations.
Qualifications
The Company follows a transparent Board nomination process that
promotes diversity of thought, experience, knowledge, perspective, age, and gender. The
Board aims to maintain an appropriate mix of functional expertise and industry knowledge.
While recommending an appointment, the NRC evaluates how the candidate's functional and
domain expertise will complement the overall skill set of the Board.
Positive Attributes
Beyond the statutory duties under the Act, the Directors are expected
to demonstrate high standards of ethical conduct, strong interpersonal and
communication skills, and sound judgment. Independent Directors are also required to
adhere to the Code for Independent Directors as prescribed under Schedule IV of
the Act.
15. Corporate Social Responsibility (CSR)
The Company does not meet the threshold limits under Section
135 of the Act; accordingly, CSR provisions are not applicable for FY 2024-25.
16. Annual Evaluation of the Board, Committees and Directors
In compliance with the provisions of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board
carried out an annual evaluation of its own performance, that of its Directors, and
the working of its Committees.
Role of the Nomination and Remuneration Committee (NRC)
The NRC defined the evaluation criteria, procedure, and schedule for
the performance evaluation process covering the Board, its Committees, and individual
Directors.
Evaluation by the Board
• The Board evaluated its overall performance and the
performance of individual Directors after obtaining feedback from all Directors.
• The performance of Committees was also assessed based on inputs
from Committee Members.
• Criteria for evaluation included:
o Board composition and structure, o Effectiveness of Board processes,
o Contribution to long-term strategic planning, o Adequacy and quality of information
provided, and o Committee structure, composition, and effectiveness of meetings.
The evaluation process was aligned with the SEBI Guidance Note on
Board Evaluation.
Evaluation by Independent Directors
At a separate meeting, the Independent Directors:
• Evaluated the performance of Non-Independent Directors and
the Board as a whole.
• Reviewed the performance of the Chairman, taking into
account the views of both Executive and NonExecutive Directors.
Review by NRC and the Board
The NRC reviewed the evaluation results and shared its findings with
the Board. The Board discussed the feedback received from Directors on its performance, as
well as that of its Committees and individual Directors, at a subsequent meeting.
17. Familiarisation Programme for Independent Directors
The Company has put in place a structured programme to familiarise its
Directors, particularly Independent Directors, with the Company's business model,
operations, policies, and regulatory environment.
• Information Support: Directors are provided with necessary
documents, reports, and internal policies to enable them to understand the Company's
procedures and practices.
• Presentations: Periodic presentations are made at Board and
Committee meetings covering business updates, financial performance, the global business
environment, strategic initiatives, and risk management.
• Regulatory Updates: Directors receive quarterly updates on
significant statutory and regulatory changes impacting the Company.
• Induction: Upon appointment, each Director is issued a Letter
of Appointment outlining in detail their roles, responsibilities, fiduciary duties,
and terms of engagement.
The details of the familiarisation programme for Independent Directors
are available on the Company's website at: # https://www.calsofts.com/investors
18. Skills, Expertise and Competencies of the Board
Based on NRC recommendations, the Board has identified core
skills/competencies required for effective functioning, including industry knowledge,
strategy, finance, risk, governance, technology, and compliance.
19. Number of Board Meetings
Seven (7) Board meetings were held during the year. The intervening
gap was within the limits prescribed by the Act. Details appear in the Corporate
Governance Report.
20. Board Committees
The primary Committees of the Board are the Audit Committee, the
Nomination and Remuneration Committee, and the Stakeholders Relationship
Committee. Since the Company does not fall under the Top 500 listed entities
by market capitalisation, constitution of a Risk Management Committee is not
mandatory.
20.1. Audit Committee
In compliance with SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Section 177(8) of the Companies Act, 2013
read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the
Company has constituted a qualified and independent Audit Committee.
• Composition (as on 31st March 2025): The Audit Committee
consists of four Non-Executive & Independent Directors, all of whom possess
adequate financial and accounting expertise.
• Meetings: During FY 2024-25, the Committee met on 30th
May 2024, 14th August 2024, 25th October 2024, and 14th February 2025.
• Functions: The composition, powers, roles/functions, and
terms of reference of the Audit Committee are set out in the Corporate Governance
Report, forming part of this Annual Report.
• Observations: All recommendations of the Audit Committee
during the year were duly considered and accepted by the Board. There were no instances
of non-acceptance.
20.2. Nomination and Remuneration Committee (NRC)
As on 31st March 2025, the NRC comprised five Non-Executive
Independent Directors.
• Chairperson: Mrs. A.V.N. Srimathi, Independent Director.
• Meetings: The Committee met four times during the
year on 30th May 2024, 14th August 2024, 25th October 2024, and 14th February 2025.
• Role: The NRC is responsible for formulating criteria for
appointment, remuneration, evaluation, and succession planning for Directors and Key
Managerial Personnel.
20.3. Stakeholders Relationship Committee (SRC)
The Company has constituted a Stakeholders Relationship Committee (formerly
known as the Shareholders'/lnvestors' Grievance Committee) to look into the redressal of
shareholder and investor grievances, including transfer or credit of shares, non-receipt
of dividend, notices, annual reports, etc.
• Composition (as on 31st March 2025): Four members — three
Independent Directors and one NonExecutive Director.
• Chairperson: Mrs. A.V.N. Srimathi, Independent Director.
• Meetings: The Committee met three times during the
year on 06th May 2024, 30th May 202A, and 14th February 2025.
21. Policies Developed by the Company
21.1 Nomination & Remuneration Policy
The Policy (covering criteria for Directors/KMP/Senior Management) is
available at www.calsofts.com. Extracts are attached as Annexure III. The
Board affirms remuneration paid in FY 202A-25 was as per policy.
21.2 Whistle Blower Policy (Vigil Mechanism)
A vigil mechanism under Section 177(9) and SEBI (LODR) enables
reporting of genuine concerns. The Audit Committee oversees the mechanism. No person
was denied direct access to the Audit Committee Chair. Policy available at www.calsofts.com.
21.3 Board Diversity Policy
The Company recognises the value of a diverse Board and aims for an
optimal mix of skills, experience, knowledge, and gender. The Board includes at least
one woman Director and appointments are merit-based.
22. Compliance with Secretarial Standards
The Company has complied with SS-1 (Board Meetings) and SS-2 (General
Meetings) issued by the ICSI.
23. Auditors
23.1 Statutory Auditors
The Statutory Auditors have confirmed they are not disqualified. Notes
to Accounts referred to in their report are self-explanatory.
Statement on Impact of Audit Qualifications (for audit report with
modified opinion) submitted along-with Annual Audited Financial Results (Standalone)
Statement on Impact of Audit Qualifications for the Financial Year ended March 31,2025
[See Regulation 33 / 52 of the SEBI (LODR) (Amendment) Regulations. 2016]
| Particulars |
Audited Figures (as reported before
adjusting for qualifications) (Rs.in Lakhs) |
Adjusted Figures (audited figures after
adjusting for qualifications) (Rs.in Lakhs) |
| 1. Turnover / Total income |
544.64 |
Not applicable since impact is not
ascertainable |
| 2. Total Expenditure |
444.80 |
|
| 3. Net Profit/(Loss) |
71.94 |
|
| 4. Earnings Per Share |
0.12 |
|
| 5. Total Assets |
3049.43 |
|
| 6. Total Liabilities |
286.07 |
|
| 7. Net Worth |
2763.35 |
|
| 8. Any other financial itein(s) (as felt appropriate by the
management) |
Nil |
Nil |
II. Audit Qualification (each audit qualification separately):
| A. Details of Audit Qualification: |
(i) Balances appearing in ‘Current Tax Asset (net)'
amounting to Rs.380.02 Lakhs, under Current Assets in the Standalone Financial Results are
subject to reconciliation. The effect of the non-reconciliation is not quantifiable. |
|
(ii) Balances appearing in ‘Investment in Equity
Instrument of Subsidiary'' amounting to Rs.311.38 Lakhs, grouped under the head
Investments under Non-Current Financial Assets in the Standalone Financial Results is
subject to Impairment testing. The effect of Impairment loss for the said Investment is
not quantifiable. |
|
(iii)Balances appearing in ‘Trade receivables'
amounting to Rs. 1,840.11 Lakhs, under Current Financial Assets in the Standalone
Financial Results are subject to reconciliation and confirmation from the customers.
Consequent impact of noncollection of receivables shall impair GST exemption on exports
which needs to be provided. The effect of the non-confirmation / non-reconciliation is not
quantifiable. |
| B. Type of Audit Qualification: |
Qualified Opinion |
| C. Frequency of qualification: |
Reoccurs |
| 1). For Audit Qualifiation(s) where the impact is
quantified by the auditor. Management's Views |
Not applicable |
| E For Audit Quulifiction(s) where the impact is not
quantified by the auditor: |
|
| (i) Management's estimation on the impact of audit
qualification. |
Not Ascertainable |
| (ii) If management is unable to estimate the impact,
reasons for the same: |
Managements View: |
|
a) On audit qualification 2(A)(i) of the statement: |
|
For the above referred observation of the Auditors, balances
appearing in ‘Current Tax Asset (net)' amounting to Rs.380.02 Lakhs, under
Current Assets m the Standalone Financial Results pertains to various previous years and
the assessment is pending before the various appellate authorities and the management is
confident of winning cases in favour of the Company. |
|
b) On audit qualification 2(A)(ii) of the statement: |
|
For the above referred observation of the Auditors, balances
appearing in ‘Investment in Equity Instrument of Subsidiary' amounting to
Rs.311.38 Lakhs, grouped under the head Investments under Non-Current Financial Assets in
the Standalone Financial Results. These investments are good in nature and the management
is confident of realizing the investments in the near future with good yield and profits.
If the said investment is not realizable then management will calculate impairment loss
and will recognize in the future. |
|
c) On audit qualification 2(A)(iii) of the statement: |
|
For the above referred observation of the Auditor, Balances
appearing in ‘Trade receivables' amounting to Rs. 1,840.11 Lakhs, under Current
Financial Assets in the Standalone Financial Results are subject to reconciliation and
confirmation from the customers. The major revenue of the company is from the digital
marketing and the realization of the trade receivables started happening. Necessary
provisions will be made. |
| (iii) Auditors' comments on |
|
| (i) or (ii) above: |
No comments further to the ‘Details of Audit
Qualification" |
| III. Signatories: |
|
| • CEO/Managlng Director |
For CALIFORNIA SOFTWARE COMPANY LIMITED |
|
Dr. Mahalingam Vasudevan |
| • CFO |
For CALIFORNIA SOFTWARE COMPANY LIMITED |
|
Ms. Manimala |
| • Audit Committee Chairman |
For CALIFORNIA SOFTWARE COMPANY LIMITED |
|
A.V.N. Srimathi |
| • Statutory Auditor |
For K. COPAL RAO & CO., Chartered Accountants ICAI
Firm registration no. 000656S |
|
Madan Copal Narayanan Partner Membership no. 211784 |
Statement on Inmarl of Audit Qualifications (for audit report with
modified opinion) submitted along-with Annual Audited Financial Results (Consolidated)
Statement on Impact of Audit Qualifications for the Financial Year ended March 31. 2025
[See Regulation 33 / 52 of the SEBI (LODR) (Amendment) Regulations, 2016]
| Particulars |
Audited Figures (as reported before
adjusting for qualifications) (Rs.in Lakhs) |
Adjusted Figures (audited figures after
adjusting for qualifications) (Rs.in Lakhs) |
| 1. Turnover / Total income |
544.64 |
|
| 2. Total Expenditure |
444.80 |
|
| 3. Net Profit(Loss) |
71.94 |
|
| 4. Earnings Per Share |
0.12 |
|
| 5. Total Assets |
2739.16 |
ascertainable |
| 6. Total Liabilities |
286.07 |
|
| 7. Net Worth |
2453.08 |
|
| 8. Any other financial item(s) (as felt appropriate by the
management) |
Nil |
Nil |
II. Audit Qualification (each audit qualification separately):
| A. Details of Audit Qualification: |
(i) Balances appearing in ‘Current Tax Asset (net)'
amounting to Rs.380.02 Lakhs, under Current Assets in the Consolidated Financial Results
are subject to reconciliation. The effect of the non-reconciliation is not quantifiable. |
|
(ii) Balances appearing in 'Trade receivables'
amounting to Rs. 1,840.11 Lakhs, under Current Financial Assets in the Consolidated
Financial Results are subject to reconciliation and confirmation from the customers.
Consequent impact of noncollection of receivables shall impair GST exemption on exports
which needs to be provided. The effect of the non-confirmation / non-reconcihation is not
quantifiable. |
| B. Type of Audit Qualification: |
Qualified Opinion |
| C. Frequency of qualification: |
Reoccurs |
| D. For Audit Qualifiration(s) where the impart is
quantified |
Not applicable |
| by the auditor. Management's Views |
|
| E. For Audit Qualifiration(s) where the impact is not
quantified by the auditor: |
|
| (i) Management's estimation on the impart of audit
qualification. |
Not Ascertainable |
| (ii) If management is unable to estimate the impact,
reasons for the same: |
Managements View: |
|
a) On audit qualification 2(A)(i) of the statement: |
|
For the above referred observation of the Auditors, balances
appearing in 'Current Tax Asset (net)' amounting to Rs.380.02 Lakhs, under Current
Assets in the Consolidated Financial Results pertains to various previous years and the
assessment is pending before the various appellate authorities and the management is
confident of winning cases in favour of the Company. |
|
b) On audit qualification 2(A)(ii) of the statement: |
|
For the above referred observation of the Auditor, Balances
appearing in ‘Trade receivables' amounting to Rs. 1840.11 Lakhs, under Current
Financial .Assets in the Consolidated Financial Results are subject to reconciliation and
confirmation from the customers. The major revenue of the company is front the digital
marketing and the realization of the trade receivables started happening. Necessary'
provisions will be made. |
| (iii) Auditors' comments on (i) or (ii) above: |
No comments further to the "Details of Audit
Qualification" |
| III. Signatories: |
|
| • CEO/Managing Director |
For CALIFORNIA SOFTWARE COMPANY LIMITED |
|
Dr. Mahalingam Vasudevan |
| • CFO |
For CALIFORNIA SOFTWARE COMPANY LIMITED |
|
Ms. Manimala |
| • Audit Committee Chairman |
For CALIFORNIA SOFTWARE COMPANY LIMITED |
|
A.V.N. Srimathi |
| • Statutory Auditor |
For K. GOPAL RAO & CO., Chartered Accountants ICAI
Firm registration no. 000656S |
|
Madan Gopal Narayanan Partner |
|
Membership no. 211784 |
23.2 Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Mr. S. Dhanapal, Senior Partner, M/s. S. Dhanapal & Associates
LLP, a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the
Company. Pursuant to Regulation 24A (1)(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, M/s. S. Dhanapal & Associates LLP, a firm of
Practicing Company Secretaries is proposed to be appointed as Secretarial Auditors for
first term of Five consecutive years from FY 2025-26 to FY 2029-30 subject to the approval
of Shareholders in the ensuing Annual General Meeting.
The Secretarial Auditor has qualified the report with respect to delay
in filing forms and clerical errors made in the quarterly filing by the company, delay in
crediting the rights issue shares to the company. The company has replied to the exchanges
with respect to clerical errors which are yet to be taken on record by the exchange. The
company The Board is taking steps to comply with the requirements which have arisen due to
technical difficulties/ inadvertence. The company has paid penalties with regard to delay
in crediting of shares on issue of shares to rights basis
Cost Audit: Not applicable.
2k. Particulars of Employees and Remuneration (Section 197; Rule 5)
Disclosures under Rule 5(2) are provided in Annexure V.
Key Disclosures (Rule 5(1))
• Remuneration (Rs in lakhs p.a.)
o Mr. Vasudevan Mahalingam: Nil (Ratio to median: Nil; % increase: Nil)
o Ms. Manimala Vasudevan: 18.00 (Ratio: 12; % increase: 50%)
o Mr. Vijayakumar Madhavan: 18.00 (Ratio: 12; % increase:
80%)
• Median remuneration: Rs 7.25 lakhs per annum in FY
2024-25 vs Rs 3.24 lakhs per annum in FY 202324 (approx. Rs27,000 per month),
implying -10% increase year-on-year.
• Permanent employees (as at 31st March, 2025): 42.
• Average increases: -10% across non-managerial employees;
managerial remuneration largely unchanged except normal increments based on
performance.
Note: I normalized the "per month/per annum" wording to avoid
ambiguity. Please confirm the median base (monthly vs annual) before publishing.
25. Pecuniary Relationships of Non-Executive Directors
No sitting fees were paid to Non-Executive Directors. Mr. Vasudevan
Mahalingam held 3,84,96,620 equity shares as of 31st March, 2025.
26. Internal Financial Controls
The term Internal Financial Controls refers to the policies and
procedures adopted by the Company to ensure the orderly and efficient conduct of
business, including adherence to internal policies, safeguarding of assets, prevention
and detection of frauds and errors, accuracy and completeness of accounting records, and
the timely preparation of reliable financial information.
Your Company has adequate and robust Internal Control Systems, commensurate
with the size, scale, and complexity of its operations.
To maintain objectivity and independence, the Internal Audit
function reports directly to the Chairman of the Audit Committee. The Internal
Audit Department monitors and evaluates the adequacy and effectiveness of the internal
control systems, as well as compliance with operating systems, accounting procedures, and
policies across all locations of the Company.
Based on Internal Audit reports, process owners implement corrective
actions in their respective areas, thereby strengthening controls. Significant audit
observations and recommendations, along with management's corrective actions, are placed
before the Audit Committee for review.
The Audit Committee also holds periodic discussions with the Internal
and Statutory Auditors as well as with the Management, thereby ensuring the
integrity of financial reporting and confirming that the Company's internal financial
controls and risk management systems remain robust, effective, and defensible.
27. Human Resources
27.1 Employee Strength and Expansion
Calsoft leverages a localisation strategy across global locations and
continues to focus on productivity and employee experience through simplification and
digitalisation of HR processes.
27.2 Talent Acquisition & Development
Digital, Cloud, Al and data-driven approaches underpin hiring,
development, and career management, with emphasis on learn-unlearn-relearn and
building performance, productivity, and innovation.
28. Disclosure under the Sexual Harassment of Women at Workplace Act,
2013
The Company has an Anti-Sexual Harassment Policy and a duly
constituted ICC. No complaints were received during FY 2024-25.
29. Significant and Material Orders
No orders were passed by Regulators/Courts/Tribunals impacting the
going concern status or future operations.
30. Material Changes and Commitments
There were no material changes/commitments affecting the
financial position between the end of the financial year and the date of this report.
31. Extract of Annual Return
As per the MCA Notification dated 28th August, 2020 amending
Rule 12(1), the Annual Return in accordance with Section 92(3) of the Companies
Act, 2013 and as prescribed in Form MGT-7 of the Companies (Management and Administration)
Rules, 2014 is made available on the Company's website.
32. Corporate Governance
The Company has complied with the requirements of corporate
governance under the Companies Act, 2013 and as stipulated under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
A detailed Report on Corporate Governance, together with the Management
Discussion and Analysis Report under Regulation BA of SEBI (LODR), along with a
certificate from M/s. S. Dhanapal & Associates LLP, Practising Company Secretaries,
confirming compliance, is annexed as Annexure VI and forms part of this Report.
33. Code of Conduct
In accordance with SEBI (LODR) Regulations, 2015 and the Companies Act,
2013, the Company has adopted a Code of Conduct applicable to all Board Members and
Senior Management Personnel.
The Code is available on the Company's website: # www.calsofts.com.
All Board Members and Senior Management Personnel have affirmed
compliance with the Code for the financial year ended 31st March, 2025. A
declaration to this effect, signed by Dr. M. Vasudevan, Managing Director, forms
part of the Corporate Governance Report.
34. Management Discussion and Analysis Report
The Management Discussion and Analysis Report, prepared in
accordance with the Listing Regulations, forms part of this Annual Report under the
heading Management Report
35. Related Party Transactions
During FY 2024-25, the Company did not enter into any transactions of a
material nature with its subsidiaries, promoters, Directors, senior management, or
their relatives that could have had a potential conflict with the Company's interest.
The Company has obtained requisite declarations from all Directors
and senior management personnel,
confirming that no such relationships exist.
No materially significant related party transactions were undertaken
other than those disclosed in the Notes to Accounts. Further details of related
party contracts/arrangements are provided in Annexure II to this Report.
36. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings & Outgo
• As the Company is engaged in Information Technology Enabled
Services (ITES), the provisions relating to energy conservation and technology
absorption are not applicable.
• During FY 202A-25, the Company earned Rs5.15 crore in
foreign exchange.
37. Directors' Responsibility Statement
Pursuant to Section 134 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014, the Directors confirm that:
1. In the preparation of the annual accounts, the applicable accounting
standards have been followed, along with proper explanation of any material departures.
2. The Directors selected appropriate accounting policies, applied them
consistently, and made reasonable and prudent estimates to give a true and fair view of
the state of affairs of the Company and its profit/loss for the year.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the Act, for safeguarding the assets of the
Company and for preventing and detecting frauds and other irregularities.
A. The annual accounts have been prepared on a going concern basis.
5. The Company has laid down proper internal financial controls and
such controls are adequate and operating effectively.
6. Proper systems have been devised to ensure compliance with
applicable laws and such systems are adequate and operating effectively.
38. Green Initiatives
In line with MCA guidelines and SEBI circulars, since FY 2016-17, the
Company has been sending electronic copies of Annual Reports and AGM Notices to all
members whose email addresses are registered with the Company/Depositories. Physical
copies are sent to members who have not registered their email addresses.
39. Miscellaneous
a) The Company has not issued any shares with differential rights and
hence no information as per provisions of Section A3(a)(ii) of the Act read with Rule A(A)
of the Companies (Share Capital and Debenture) Rules, 201A is furnished.
b) The Company has not issued any sweat equity shares during the year
under review and hence no information as per provisions of Section 5A(1)(d) of the Act
read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 201A is
furnished.
c) The Company has not issued any equity shares under Employees Stock
Option Scheme during the year under review and hence no information as per provisions of
Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and
Debenture) Rules, 201A is furnished.
d ) During the year under review, there were no instances of
non-exercising of voting rights in respect of shares purchased directly by employees under
a scheme pursuant to Section 67(3) of the Act read with Rule 16(A) of Companies (Share
Capital and Debentures) Rules, 201 Ais furnished.
e) During the year, there was no proceeding initiated by or against the
company under the Insolvency and Bankruptcy Code, 2016.
f) The requirement to disclose the details of difference between amount
of Valuation done at the time of onetime settlement and valuation done while taking loan
from Banks & Financial Institutions along with the reasons thereof, is not applicable.
g) The company has complied with the provisions
39. Additional Information to Shareholders
The Company regularly publishes critical and pertinent investor
information — including financial results, investor presentations, press releases,
new launches, and project updates — on its website: # www.calsofts.com.
40. Acknowledgements
The Board places on record its sincere appreciation to all customers,
shareholders, suppliers, bankers, business partners/associates, and Government/regulatory
authorities in India and overseas for their continued support.
The Board also acknowledges the commitment and dedication of employees
at all levels and looks forward to their continued contribution in the years ahead.
| For and on behalf of the Board of Directors |
|
| Dr. M. Vasudevan |
|
| Managing Director & CEO |
|
| Vijayakumar M |
Place: Chennai |
| Whole-Time Director |
Date: September 05, 2025 |
|