Micropro

Software Solutions Limited

Date: 02.09.2025

To.
I'he Manager.
Listing Department,
National Stock Exchange of India Ltd.
Exchange Plaza, Plot No. — C — 1, G Block. Bandra — Kurla Complex.
Bandra (East), Mumbai — 400051

NSE CODE: MICROPRO

Subject: Submission of Notice of 29" Annual General Meeting and Annual Report for the
Financial Year 2024-25.

Dear Sir/Madam,

Pursuant to Regulation 34( 1) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). please find enclosed Annual
Report of the Company for the Financial Year 2024-25 along with Notice of 29" Annual General
Meeting ("AGM")

Kindly note that the 29" Annual General Meeting ("AGM") of the Company is scheduled to be
held on Friday. the 26th day of September., 2025 at 12:30 P.M. (IST) through Video
Conference("VC")/Other Audio Visual Means ("OAVM") only. in compliance with the applicable
provisions of the Companies Act, 2013 and the rules made thereunder and Listing Regulations.
read with General Circulars dated 08" April 2020, 13th April 2020, 5th May 2020, 28" December,
2022 and 25" September, 2023 and subsequent circulars issued in this regard, the latest being dated
19" September, 2024 issued by the Ministry of Corporate Affairs (“MCA”) (collectively referred
to as "MCA Circulars') and the Securities and Exchange Board of India ('SEBI") Circular dated
12" May. 2020, 15" January, 2021, 13" May, 2022, 5th January, 2023, 7th October. 2023 and 3rd
October, 2024 ('SEBI Circulars’) which have permitted the holding of the AGM through
VC/OAVM. without the physical presence of the Members at a common venue.

Notice along with Annual Report for the Financial Year 2024-25 will be sent through e-mail only.
to those Members/Beneficiar s whose name appears in the register of Members ecord of
Depositories as on the Cut-off Date i.e. Friday. 29™ August. 2025 and whose e-mail addresses are
registered with Company/Depository Participant(s)/Depositories/the Registrar& Transfer agents
of the Company i.e. "Purva Sharegistry India Private Limited.

The Company has appointed National Securities Depository Limited ("NSDL") for facilitating
evoting to enable Members to cast their votes electronically. The remote e-Voting facility w ould
be available during the following period:

Commencement of e-Voting From 9.00 a.m. (IST) on 23" September, 2025

End of e-Voting Upto 5.00 p.m. (IST) on 25" September, 2025

Regd. Office: Plot No. 28, 702, Wing A, 7th Floor, IT Park, Gayatri Nagar, Nagpur- 440 022, Maharashtra, India.
Ph.: +91-9373693405, E-mail: [email protected] Website: www.microproindia.com CIN No.: L72200MH1996PLC102385
 Micropro
Software Solutions Limited

During this Period Members of the Company holding Equity Shares either in physical form or in
dematerialized form, as on the Cut-off Date i.e. Friday, 19" September, 2025 may cast their votes
electronically. E-voting shall not be allowed after 5:00 P.M. on Thursday. 25th September, 2025.
The e-voting module shall be disabled by NSDL for voting thereafter. The Results of the Postal
Ballot/E-Voting will be declared within 2 (Two) working days from the conclusion of the Annual
General Meeting. The results declared along with Scrutinizers Report shall be placed on the
website of the Company at www.microproindia.com/investor-relations’ and on the website of
NSDL i.e. www.evoting.nsdl.com and communicated to National Stock Exchange of India
Limited. at www.nseindia.com.

The Notice of AGM along with the Annual Report for the financial year 2024- also being
made available on the website of the Company at: www.microproindia.com/investor-relations .

You are requested to kindly take the same on records.

Thanking you.
Yours Faithfully

SULABH Digitally signed

by SULABH SINGH
SINGH PARIHAR
~== Date: 2025.09.02
SULABH SINGH PARIHAR PARIHAR 14:46:13 +05'30'

COMPANY SECRETARY AND COMPLIANCE OFFICER

M. NO. A46803

Regd. Office: Plot No. 28, 702, Wing A, 7th Floor, IT Park, Gayatri Nagar, Nagpur- 440 022, Maharashtra, India.
Ph.: +91-9373693405, E-mail: [email protected] Website: www.microproindia.com CIN No.: L72200MH1996PLC102385
 CONTENT

At A Glance: 01-08
Company Information: 09
Our Values & Mission: 10
Profiles of the Board of Directors: 11-12
Our Expertise: 13-15
Our Product and Services: 16-29
A Our e-Governance Solutions: 30
Our Clients: 31
Chairman And Managing Director’s Statement: 32-33
Board's Report 34- 59
Management's Discussion and Analysis Report 60-69
Auditors Report & Financial Statements 70-160
Notice 161-173

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MICROPRO - AT A GLANCE:

With a legacy of over three decades, Micropro has consistently delivered successful IT projects for medium and
large enterprises. Backed by a team of 130+ highly skilled technology experts, we have established ourselves as a
trusted partner in driving digital transformation. Our agile approach, combined with reliable has enabled us to add
significant value to diverse digital ecosystems.

While we possess the capability to execute large-scale, complex projects, we continue to uphold the personalized
attention and client-centric focus typical of a boutique firm. Today, Micropro proudly serves a robust clientele of
over 4,000 customers, with a strong presence in India, the UAE, and Africa.

We believe in shaping the innovations of tomorrow, today. Our expertise lies in designing, developing, and
standardizing key software solutions for a wide range of industry verticals, alongside delivering customized software
for various Government Departments, PSUs, and Corporate Enterprises at both Central and State levels. As a
solution-driven organization, we engage with clients through an innovation-led approach that directly impacts their
business outcomes. Our deep understanding of industry-specific challenges, combined with technological
excellence, allows us to craft solutions that generate tangible value and deliver measurable results.

At Micropro, we emphasize collaboration and strategic partnerships to drive innovation and deliver outstanding
results. We highly value the relationships nurtured with our partners, working together to build mutually rewarding
alliances that enable growth and bring forth advanced, cutting-edge solutions to our clients.

Domain Solution
Established in 1988 Certification Handling Turnkey
Experts in:
End-to-End IT  ISO 9001: 2015 IT Projects
 Healthcare
Solution Provider  CMMI Level 3 Systematic Driven
 Pharma
30+ years of Technology based Approach
 E-Governance
Industry experience Certified Resource Need based SLA
 Logistics
pool for clients
 Academics
Experienced
Expertise in IT Infra
offshore Back-up
Management
team
services

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 THE JOURNEY SO FAR:

1988

1989

1996

2003

2010

2016

2017

2022

Listing of Securities on
SME platform of the
2023 National Stock Exchange
of India Limited i.e. NSE
EMERGE
Acquired 100% 2024
ownership of Microsync
Information Technology
Co. L.L.C., UAE
subsidiary

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COMPANY INFORMATION:
MICROPRO SOFTWARE SOLUTIONS LIMITED
CIN: L72200MH1996PLC102385 | ISIN: INE0PZK01014

Board of Directors:
Mr. Sanjay Mokashi Mr. Parag Sham Deshpande
Managing Director Non-Executive, Independent Director
DIN: 01568141 DIN: 10195204

Mr. Meher Pophali Mr. Sandeep Kunjbihari Agarwal

Whole-time Director Non-Executive, Independent Director
DIN: 01568099 DIN: 10190189

Mr. Manish Peshkar* Ms. Anuja Subhash Bissa

Whole-time Director Non-Executive, Independent Director
DIN: 01568162 DIN: 08284537
*resigned on 14.07.2025

Board Committees:
Audit Committee: Stakeholders Relationship Committee:
Mr. Sandeep Agarwal - Chairman Mr. Sandeep Agarwal - Chairman
Mr. Parag Deshpande - Member Mr. Meher Pophali - Member
Mr. Sanjay Mokashi - Member Mr. Sanjay Mokashi - Member

Nomination and Remuneration Committee: Corporate Social Responsibility Committee:

Mr. Sandeep Agarwal - Chairman Mr. Sanjay Mokashi - Chairman
Mr. Parag Deshpande - Member Mr. Meher Pophali - Member
Mr. Sanjay Mokashi - Member Ms. Anuja Subhash Bissa - Member

Chief Financial Officer & Company Secretary

Mr. Sunil Nilkanth Chaudhari* Mr. Sulabh Singh Parihar
Chief Financial Officer Company Secretary & Compliance Officer
*Retired on 01.07.2025

Auditors
Statutory Auditor Internal Auditor Secretarial Auditor
Banthia Damani & Associates Bhasin Datar Associates CS Namita Buche
Chartered Accountants Chartered Accountants Practicing Company Secretary

Banker : Registered Office: Registrar & Transfer Agent:

Yes Bank Limited Plot No. 28, 702, Wing A, 7th Purva Shareregistry (India) Private Limited
Civil Lines Branch, Nagpur Floor, IT Park, Gayatri Nagar, 9, Shiv Shakti Industrial Estate, J.R. Boricha Marg,
Maharashtra, India, Nagpur, Maharashtra, India, Lower Parel (East) Mumbai-400011, Maharashtra,India,
Website: www.yesbank.in 440022, Telephone: +91 022 4961 4132
Website: Investor Grievance Email ID: [email protected]
https://www.microproindia.com Website: www.purvashare.com
SEBI Registration Number: INR000001112

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OUR VALUES & MISSION:

Our Vision:

Strive hard to create customer

oriented organization that focuses
on customer satisfaction by
providing consistent & innovative
IT solutions through continuous
improvement in business processes
and optimal utilization of human
resources by building long-term
relations by providing exciting &
learning environment to explore
their full potential.
Our Mission:

To provide value added services in

Information Technology industry,
that will result in high level of
customer satisfaction as we always
keep in mind their interests.

We work hard to fetch customer

loyalty by considering our clients
as equal business partners.

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PROFILE OF THE BOARD OF DIRECTORS:

Mr. Sanjay Yadavroa Mokashi is one of the promoter and

founder of the Company. He has been associated with the
Company since its incorporation as a Director and
Promoter. He holds a bachelor’s degree in science from
institute of Science from Nagpur and Postgraduate (M.Sc.
in Statistics) from Institute of Science, Nagpur University.
He also completed Postgraduate Diploma in computer
science and Application from Nagpur University.

Further, he has received a certificate of Numerical Analysis

and Fortran Programming. He has also received a
Certificate of Merit from Maharashtra State School Sports
Autumn. He has more than three decades of experience in
IT industry. He also worked as Programmer/Analyst in
Mr. Sanjay Yadavroa Mokashi Ramdeobaba Kamla Nehru Engineering College
Managing Director (RKNEC), Nagpur

Mr. Meher Shreeram Pophali has been associated with the

Company since inception. He holds a Master’s degree in
Electronics from Nagpur University. He has over 30 years
of experience in IT industry. Previously He was associated
with HCL Info systems Ltd. He has a proven track record
of successfully leading and managing teams of various
sizes across different regions.

He is responsible for overseeing the IT infrastructure

Services, marketing, and Enterprise hardware sales
departments. He also works closely with the marketing
team to develop and execute effective marketing campaigns
and strategies that help the company achieve its sales and
Mr. Meher Shreeram Pophali revenue targets
Whole-time Director

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 Mr. Parag Sham Deshpande has completed M.Tech. in
Computer Science from IIT, Bombay and also completed
Ph.D. from Nagpur University. He worked as head of
Department of Computer Science & Engineering in
Visvesvaraya National Institute of Technology (VNIT
Nagpur) for the period of 2 (two) years. He also acted as
Chairman of Board of Studies of the Department of
Computer Science & Engineering during the period of the
charge of Headship.

He has acted as consultant in evaluation of Financial

System of ERP in Maharashtra Animal and Fishery
Sciences University, information audit for Nagpur
Mr. Parag Sham Deshpande
Municipal Corporation etc.
Independent Director
Mr. Sandeep Agrawal holds the bachelor’s degree in
commerce and is also a Chartered Accountant. Further, he
also completed Diploma in Acupressure from Indian
Institute of Acupressure. Currently he is engaged in the
business of industrial gases & engineering plastics in
Shubham Enterprises & Shubham Industrial Gases.
Previously he acted as Practicing Acupressure Therapist at
Parag Kulkarni Acupressure Treatment Centre, Nagpur.

He also acted as Finance Executive with Paharpur Cooling

Towers, Kolkata. He is also member of Institutional Ethics
Committee of HCG NCHRI Cancer Center, Nagpur and
Vidarbha Industries Association.
Mr. Sandeep Agrawal
Independent Director
Ms. Anuja Subhash Bissa is an Associate Member of the
Institute of Company Secretaries of India (ICSI) and a Law
Graduate from Mumbai University. She possesses rich
expertise in secretarial and legal matters, with a strong
focus on corporate governance, regulatory compliance, and
advisory services. Her professional knowledge and legal
acumen add significant value to the organization’s strategic
and compliance framework.

Ms. Anuja Subhash Bissa

Independent Director

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 OUR EXPERTISE:

Domain Expertise

Healthcare

e-Governance Pharma

Consumer Energy
Goods Optimization

Automobile Universities

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 Enterprise Services

HPE
Server/ Storage/ Network
Microsoft Solution
Partner

Oracle
Services

Application
Management

Enterprise
Sales/Services

Virtualization /
Middleware
Management

Network & Security

Management DR/ Backup
Management

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At Micropro, we believe that long-term success is built on a fine balance
between understanding customer expectations and delivering beyond
commitments. We continuously engage with our clients to gain insights
into their evolving needs and integrate these learnings into our solutions.
This proactive approach ensures that our services remain reliable, timely,
and aligned with industry best practices. By maintaining this equilibrium,
we have strengthened customer trust, enhanced satisfaction, and fostered
enduring partnerships that drive mutual growth. This balanced approach
has enabled us to sustain steady growth, nurture strong client
relationships, and reinforce our position as a trusted partner in the IT and
software solutions industry.

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OUR PRODUCTS

We offer a diverse range of innovative IT solutions designed to empower

businesses and institutions. From our flagship pharmaceutical distribution
software PharmaZip and next-generation Hospital Information Management
System HospyCare, and infrastructure monitoring services, our products are
built on the latest technologies to deliver reliability, scalability, and efficiency
for our clients worldwide.

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HOSPITAL INFORMATION MANAGEMENT SYSTEM (HIMS):
Micropro offers a comprehensive Hospital Information Management System (HIMS) designed
to streamline operations across hospitals, clinics, and healthcare institutions. With over two
decades of domain expertise and successful implementations in India, UAE, and the African
region, our HIMS solution—HospyCare—provides an integrated platform covering clinical,
administrative, and financial functions.

HospyCare Modules

 A Comprehensive healthcare facility management for achieving ROI

 Process automation & availability of Patient EMR across facility network
improving patient care
 Workflow automation and Audit Trail which enhances Information integrity by
reducing transcription errors and information duplication by users.
 Reporting with Graphical re-presentation for Top Management can be achieved
through excel or through 3rd Party BI Tool integration
 Finance Module tightly Integration with all modules including RCM Cycle for
Insurance & Corporate Patients.
 Integration with Laboratory Information System, Picture Archiving
Communication System, Attendance Biometric Machine, National ID Card
Reader and various Medical IOT Devices.

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Front Desk & Doctor's Nursing Station
Billing Workbench
Enables nurses to monitor
Efficiently manages patient Provides a centralized patients’ vital signs, record
registration, appointment platform for healthcare observations, administer
scheduling, insurance providers to access patient medications, and document
verification, and facilitating records, order tests and nursing interventions.
payment collection. medications, document
diagnoses and treatment
plans.
Admission, CSSD & Linen Pharmacy
Discharge,
Transfer, & OT Facilitates the
management of
Manages medication inventory,
prescription dispensing, and
Simplifies & automates the sterilization processes, medication tracking, ensuring
processes related to patient inventory control, and efficient medication
admission, discharge, tracking of surgical management and safe
transfer between instruments and administration to patients.
departments / facilities, & supplies, ensuring the
managing surgical availability of sterile
procedures, enhancing equipment for safe
operational efficiency, etc. surgical procedures.

Purchase & HR & Payroll Blood Bank

Stores
Automates procurement Streamlines human Handles blood donation,
processes, manages resource management, testing, inventory
inventory levels, tracks tracks employee management, cross- matching,
stock, and streamlines the information, manages and transfusion processes.
purchase workflow, payroll processing, and
optimizing supply chain facilitates attendance
management. tracking.
Insurance & Doctor Share System Configuration
Corporate Accounting Provides administrative control
Manages insurance claims, Enables accurate tracking to configure and customize the
corporate tie-ups, and billing and calculation of HMIS software to meet the
processes for corporate financial transactions specific needs and preferences
clients, streamlining related to doctors' of the healthcare facility.
administrative tasks related consultations, procedures,
to insurance coordination and revenue sharing,
and corporate billing. facilitating transparent
financial management
between the hospital and
doctors.
Third Party Radiation & Finance &
Application Dialysis Accounting
Integration
Manages processes Automates financial processes
Enables seamless related to radiation such as general accounting,
integration with external therapy and dialysis budgeting, and financial
systems such as laboratory services, including reporting, providing accurate
systems, billing software, scheduling, treatment financial information,
and health information tracking, and billing. enhancing financial
exchanges. management.

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PHARMAZIP:
Introducing Pharma Zip – The Next-Gen Pharmacy Software by Micropro
Micropro has a strong presence in pharma domain It mainly works as a whole seller and distributor
level. Micropro proudly launches Pharma Zip, a modern, cloud-enabled pharmacy software
designed for Wholesalers, Retailers, and C&F agents. Built on open-source technology, Pharma
Zip is browser-based and device-independent, offering unmatched accessibility and performance.
It simplifies operations, enhances flexibility, and supports anytime-anywhere access. As part of
our digital transformation roadmap, Micropro plans to migrate over 6,000 existing clients to this
new platform. Experience the future of pharmacy business management – fast, smart, and secure
with Pharma Zip.

PharmZip Modules

Sale, Purchase
& Inventory
SMS, Email, EXL &

Expiry Monitoring
Expiry and Near
CSV Facility

Accounts Stock
& MIS Report

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KEY FEATURES:

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OPENSYS LOGIX – DISTRIBUTION MANAGEMENT:
OpenSys-Logix is a comprehensive distribution management solution that combines powerful
analytical tools with real-time tracking. It analyzes historical data and current market trends to
forecast product demand, while offering detailed reports to support informed decision-making. By
enabling end-to-end visibility across the distribution channel, OpenSys-Logix ensures products
reach prospective customers and target markets more efficiently.

Features:

• Digital Order Booking • Proven Speedy Deployment

Mechanism
• Targets and Achievements
• BI Dashboards & Reports
• Instant Customer Surveys
• Integrates with Multiple ERP & DMS
• Sales Performance Reporting
• Real Time field Insights
• Sales Representative Authentication
• Schemes and Claims Management
• Effective/Intelligent Sales force
Management • Customise Reports
• Sales Coverage & Catalogue Sync

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Demand Forecasting
Our system will use powerful analytical
tools to analyze historical data and
current market trends to suggest future
product(s) demands. The distribution
ERP solutions also analyze data and
provide comprehensive reports for
better decision making.

Distribution
Management
System will Maintain and update data of
demand and supply in the entire chain that
will improve the operational efficiency

Timely Deliveries
Our automated system will improve order
processing function resulting in timely
deliveries with minimum error & improved
customer satisfaction

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ACADEMIC INFORMATION MANAGEMENT SYSTEM:
Micropro Software Solutions Limited offers a comprehensive Academic Information Management
System (AIMS), designed to automate and streamline academic and administrative processes of
educational institutions. The solution covers the complete academic lifecycle — from admissions,
student enrollment, course management, examinations, grading, and attendance, to faculty
management and reporting.
AIMS Modules

Features:
• Flexibility to configure courses
• Fees and events like exams and competencies of any Complexity, Result processing and Mark
sheet Printing
• Support class wise multi fee schemes
• Supports for Local Language
• To cater to the external needs of Board / University / Ministry / External Governing Bodies pre-
formatted, reports with local language support
• Fully integrated [inventory management, finance, payroll, student] information.
• Avoid clashes of duplicate assignments of teachers, room & finding replacement for absent
teachers.
• Web enabled performance reports, examination details and event details.

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OUR SERVICES
We offer a comprehensive range of IT and technology-driven services designed
to meet the evolving needs of our clients. Our services include end-to-end cloud
and infrastructure management, annual maintenance and support, and
turnkey project execution. Through continuous innovation and reliable service
delivery, we aim to empower businesses with scalable, secure, and efficient
solutions that drive growth and digital transformation.

INFRASTRUCTURE MONITORING SERVICES:

In today’s fast-paced digital landscape, uninterrupted IT operations are the backbone of every
successful enterprise. To ensure optimal performance, reliability, and security of your critical
systems, Micropro proudly introduces its Infrastructure Monitoring Services.
Our solution provides real-time visibility, proactive alerts, and comprehensive analytics across
servers, networks, databases, applications, and cloud environments. By leveraging advanced
monitoring tools and intelligent automation, we help businesses detect issues before they impact
operations, minimize downtime, and improve overall efficiency.
These Monitoring services enables businesses to provide a single-pane-of-glass view of all critical
systems, ensuring that IT teams and business stakeholders can anticipate issues, take proactive
action, and avoid service disruptions. These Services are designed to support modern, hybrid IT
environments that combine both on-premise and cloud systems. It scales as the business grows,
making it ideal for organizations undergoing digital transformation.

Key Features:
• Real-Time Infrastructure Monitoring
• Powerful Data Visualization & Customizable Dashboard
• Scalability for Growing Businesses
• Agentless Monitoring
• Comprehensive Integration Capabilities
• Reporting
• Alerts

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What We Offer:

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25
CLOUD SECURITY:
Micropro is a leading provider of comprehensive IT security services, dedicated to safeguarding
your organization's digital assets and ensuring peace of mind in an increasingly interconnected
world. With a proven track record of delivering cutting-edge security solutions, our team of experts
is committed to keeping your business safe from cyber threats and data breaches.

Cybersecurity Consulting: Data Encryption:

Our seasoned cybersecurity consultants Keep your sensitive data safe with
assess your organization's unique needs, encryption solutions tailored to your
identify vulnerabilities, and create organization's needs. We ensure that data
customized security strategies. We provide is secure both at rest and in transit,
expert guidance on risk management, maintaining compliance with industry
compliance, and best practices. regulations.

Network Security: Incident Response and Recovery:

Protect your network infrastructure with In the event of a security breach, our
state-of- the-art solutions. We offer rapid response team will minimize the
firewall configuration, intrusion detection damage and quickly restore normal
systems, and continuous monitoring to operations. We also assist in forensic
ensure your network is impenetrable to analysis to identify the source of the
threats. breach.

Endpoint Security:

Safeguard your devices, including

desktops, laptops, and mobile devices,
from malware, ransomware, and other
malicious software. Our endpoint security
solutions provide real-time
threat detection and response.

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Network Operation Center Services (NOC) :

As businesses expand their digital footprint, ensuring uninterrupted network performance becomes
mission-critical. Micropro’s Network Operation Center (NOC) Services are designed to deliver
round-the-clock monitoring, management, and optimization of enterprise networks, ensuring
seamless operations and maximum uptime.

Continuous Monitoring Troubleshooting and Root Cause

Our NOC services offer 24/7 monitoring of an Analysis
organization's network infrastructure, In the event of network issues, our NOC team
applications, servers, and devices. Continuous performs troubleshooting and root cause
monitoring helps detect issues proactively, analysis to identify the underlying problems.
minimizing downtime and ensuring a reliable Swift resolution minimizes downtime and
network performance. ensures the stability of the network.

Incident Detection and Response Alerting and Reporting

Our NOC team actively monitors for potential Our NOC services generate alerts for critical
incidents and anomalies, promptly identifying and events and provide detailed reports on network
responding to any issues that may arise. Rapid performance, incidents, and resolutions. Regular
incident response helps mitigate the impact of reporting helps businesses gain insights into the
network disruptions and security threats. health and efficiency of their network
infrastructure.
Performance Optimization
Our NOC services analyze network performance Infrastructure Support
metrics to identify bottlenecks, latency issues, or Our NOC services often include basic
other performance-related infrastructure support, such as server
issues. Recommendations for monitoring, cloud infrastructure monitoring,
optimization and improvements are provided to and management of network devices. This
enhance overall network efficiency. support helps businesses maintain a robust and
well-functioning IT infrastructure.
Security Monitoring
Our NOC as a service includes security monitoring Capacity Planning
to detect and respond to potential security threats Our teams assist with capacity planning by
and vulnerabilities. Continuous monitoring of logs analyzing usage trends and making
and network traffic helps identify and address recommendations for scaling resources to meet
security incidents promptly. future demands. This proactive approach
ensures that businesses are well-prepared for
growth without sacrificing performance.

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Security Operations Center (SOC) :

In an era where cyber threats are becoming more sophisticated and frequent, businesses require
robust, real-time security monitoring and incident response to safeguard their digital assets.
Micropro’s Security Operations Center (SOC) Services provide end-to-end protection, ensuring
business continuity and resilience against evolving cyber risks.

Security Monitoring Security Consultation

Our 24/7 Security Operations Center (SOC) We provide tailored cybersecurity advisory
monitors your network and systems in real-time to services to help you assess risks, develop
identify and respond to potential threats swiftly. strategies, and implement security best practices.

Threat Detection Vulnerability Management

We leverage advanced technologies, machine Identify and address vulnerabilities in your
learning, and threat intelligence to detect and infrastructure before they can be exploited by
analyze suspicious activities, malware, and threat actors.
anomalies in your environment.
Compliance Support
Incident Response Ensure your organization complies with
Our expert incident response teams are ready to industry-specific regulations and standards by
contain and mitigate cybersecurity incidents, leveraging our expertise in compliance
minimizing the impact on your organization. management.

Cloud Management Services:

Micropro Software solutions is a leading provider of comprehensive cloud computing services
designed to accelerate digital transformation for businesses of all sizes. Our robust and secure
cloud infrastructure empowers organizations to streamline operations, enhance agility, and drive
innovation.

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Our Cloud Services:

Infrastructure as a Service (IaaS) Platform as a Service (PaaS)

 Our 24/7 Scalable and on-demand  Simplified development and
virtualized computing resources. deployment of applications.
 Flexiblestorage solutions for  Frameworks and tools for
dynamic workloads. efficient coding and collaboration.
 High-performance, reliable  Automatic scaling and
infrastructure for critical maintenance for hassle-free
applications. operations.

Software as a Service (SaaS) Data Storage and Management

 Access to a suite of software  Secure and scalable cloud storage
applications via the cloud. solutions.
 Automatic updates and maintenance  Data redundancy and disaster

for the latest features. recovery options.

 Pay-as-you-go pricing model  Advanced data analytics and

for cost- effectiveness. business intelligence tools.

Security and Compliance Hybrid and Multi-Cloud Solutions

 Robust security protocols to protect  Seamless integration between on-

data and applications. premises and cloud environments.

 Compliance with industry  Flexibility to choose and manage

standards and regulations. multiple cloud providers.

 Continuous monitoring and threat  Optimized workloads for

detection for proactive security. improved performance and cost-

efficiency.
Migration and Consulting Services
 Expert guidance for smooth
migration to the cloud.
 Assessment and optimization of
existing infrastructure.
 Ongoing support and consultation for
cloud
strategy

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 PROPERTY TAX MANAGEMENT SOLUTIONS:
Property tax is one of the major revenue sources for Corporation. Municipal Corporation uses these
funds to provide facilities like roads, lights, water, remove waste from city etc. to its citizen.
Assessment of property, levy and collection of Property Tax are main key functions performed by
the Assessor and the Collector department.
This Solution was developed to automate the process of calculating the property tax keeping in
mind all possible permutations and combinations. It has also helped the departments in real time
reporting of data for Audit and other purposes. The data is also made available at all endpoints
without and delay.

DEMAND COURT CASE COMPLIANCE

ADMNISTRATION GENERTION MONITORING
MAANGMENT

PAYMENT PENALTY
CAPTIAL VALUE GIS
COLLECTION MANAGMENT

ASSESSMENT/RE- COMPLAINT ADVANCED

VIGILANCE
ASSESSMENT REDRESSAL DASHBOARD

Annual Report 2024-25

30
Our Client:
We are privileged to serve a diverse portfolio of clients across industries, including government
organizations, corporates, institutions, and SMEs. Over the years, we have built long-standing
relationships based on trust, transparency, and value-driven solutions. Our commitment to
delivering innovative, reliable, and scalable technology services has enabled us to consistently
meet the evolving needs of our clients. Their continued confidence in us stands as a testament to
our expertise, customer-centric approach, and dedication to excellence.

Annual Report 2024-25

31
CHAIRMAN AND MANAGING DIRECTOR’S STATEMENT

Dear Stakeholders,
Warm greetings to all.
It gives me immense pride and gratitude to address you and express my heartfelt appreciation for your
unwavering support and confidence in Micropro Software Solutions Limited (Micropro). Your continued
trust is our greatest strength, empowering us to navigate the challenges of an ever-evolving business
environment with resilience and purpose.
The fiscal year proved to be more challenging than anticipated, largely due to the persistent global economic
slowdown affecting the IT sector. Companies across the industry became increasingly cautious, curtailing
their IT budgets and approaching new projects with restraint. The Information Technology landscape is
currently experiencing significant disruption, primarily driven by advancements in Artificial Intelligence
(AI). AI technologies are transforming the way organizations operate by enabling automation, predictive
insights, and intelligent decision-making. While this disruption is reshaping traditional IT models, it is also
creating new opportunities for innovation, efficiency, and growth. Despite these headwinds, we chose to
view this period as an opportunity — investing in product development, strengthening our team, expanding
our footprint in the UAE, and focusing on building innovative solutions that will position us strongly for
the future.
We made significant investments in the development of next-generation IT solutions designed to replace
our existing IT solutions. These new offerings are built on the latest technologies, ensuring enhanced
performance, improved scalability, and a superior user experience.
As a part of this initiative, our flagship pharmaceutical distribution software, PharmaZip, was officially
rolled out after the conclusion of the financial year 2024-25 and has already garnered the trust of over 100
satisfied customers. This product, built on a modern cloud-based architecture, is designed to cater to the
dynamic needs of the pharmaceutical Distribution sector with robust functionality and seamless integration
capabilities that empower businesses to streamline their operations efficiently.
We have successfully developed and implemented an Academic Information Management System
(AIMS) in Visvesvaraya National Institute of Technology (VNIT), one of the most prestigious NITs in the
country. With proven success in enhancing academic and administrative processes.
We have developed a comprehensive ERP solution tailored for the Dairy and Ice-Cream industry, designed
to address the unique challenges of the sector. This solution has already delivered proven results by
streamlining end-to-end operations, enhancing efficiency, and enabling better decision-making. The ERP
integrates critical functions including milk procurement and collection, quality testing, production planning,
inventory management, cold chain monitoring, sales and distribution, finance, and customer relationship
management into a single unified platform.
We are also pleased to share that we are in the advanced stages of rolling out our new Hospital Information
Management System (HIMS) software. This next-generation version is being developed with a refreshed
user interface and enhanced functionalities, leveraging modern technologies to deliver a comprehensive
and intuitive solution for hospital and healthcare management. We are making determined efforts to ensure
the rollout is completed before the end of the current financial year.

Annual Report 2024-25

32
We are also in the advanced stages of developing our IMS Monitoring Service, designed to deliver real-
time insights and proactive monitoring to enhance system performance, reliability, and operational
efficiency. This service will enable early detection of potential issues by providing timely alerts, ensuring
preventive actions are taken well before system failures occur.
Looking ahead, we are confidently positioned to harness the opportunities that lie before us. By leveraging
our core strengths, fostering a culture of innovation, and staying ahead of evolving industry dynamics, we
are committed to creating long-term value for our shareholders and stakeholders.
At Micropro, we deeply acknowledge the responsibility that accompanies being a responsible corporate
citizen. Upholding the principles of integrity, transparency, and ethical governance remains at the heart of
our operations. Beyond business achievements, we are committed to making a meaningful difference—
supporting community development initiatives and promoting environmental stewardship to ensure a
positive impact on society.
In conclusion, I would like to express my sincere gratitude to our shareholders and stakeholders for their
unwavering trust and support. Your continued confidence motivates us to push boundaries, deliver
innovative solutions, and achieve new milestones in the years to come.

Thank you for your continued trust and partnership.

Best Regards,

Sanjay Yadavrao Mokashi

Chairman Cum Managing Director
DIN: 01568141

Annual Report 2024-25

33
 BOARDS' REPORT
Dear Members,

The Board of Directors of Micropro Software Solutions Limited (“Micropro” or “Company”)

have pleasure in presenting the 29th Annual Report of the Company covering the highlights of the
finances, business, and operations of your Company. Also included herein are the Audited
Financial Statements of the Company (Standalone and Consolidated) prepared for the financial
year ended March 31, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The Company's financial performance (Standalone & Consolidated) during the financial year
ended March 31, 2025 is summarised below:
(Amount in 'Rs. Lakhs except EPS)

Description Standalone Standalone Consolidated Consolidated

31.03.2025 31.03.2024 31.03.2025 31.03.2024
Revenue from operations 2,032.58 2,148.25 2311.91 2,148.25
Other Income 176.25 80.06 176.25 80.06

Total Income 2,208.83 2,228.31 2,488.16 2,228.31

Purchase of Stock- in- trade 377.92 228.73 641.33 228.73

Purchases of Services 519.77 202.99 519.77 202.99

Changes in Inventories of 39.07 -7.10 39.07 -7.10

Stock-in-trade
Employee benefits expense 926.22 832.69 943.32 832.69
Finance costs 30.27 70.49 30.45 70.49

Depreciation and amortisation 204.71 90.51 206.12 90.51

expense
Other expenses 228.65 365.63 305.93 365.63

Profit before tax (117.78) 444.38 (197.83) 444.38

Less: Tax Expenses (13.09) 133.51 (13.09) 133.51

Profit / (Loss) for the year (104.69) 310.87 (184.74) 310.87

ended
Earning per equity share (0.73) 2.61 (1.29) 2.61
(Basic and Diluted)

Annual Report 2024-25

34
2. STATE OF COMPANY'S AFFAIRS :
During the year under review the Company has earned standalone total revenue (including other
income) of Rs. 2,208.83 lakhs for the year 2025 as compared to Rs. 2,228.31 lakhs for the financial
year 2024. loss after Tax at Rs. 104.69 lakhs in the financial year 2025 as compared to profit of
Rs. 310.87 lakhs for the financial year 2024.
The consolidated total revenue (including other income) of Rs. 2,488.16 lakhs for the year 2025
as compared to Rs. 2,228.31 lakhs for the financial year 2024. loss after Tax at Rs. 184.74 lakhs
in the financial year 2025 as compared to profit of Rs. 310.87 lakhs for the financial year 2024.

3. TRANSFER TO RESERVES:
The Company has incurred losses during the financial year. The losses have been adjusted
against General Reserves.
4. DIVIDEND:
The Directors have not recommended any dividend for the financial year ended 31st March 2025.
5. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.
6. CHANGE IN NATURE OF BUSINESS:
During the year under review, there was no change in the business activity of the Company.
7. 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:
There have been no material changes and commitments affecting the financial position of the
Company that have occurred between the end of the financial year of the Company to which the
financial statements relate and the date of this report, which forms part of this report
8. REVISION OF FINANCIAL STATEMENT:
There was no revision of the financial statements for the year under review.

9. CHANGES IN CAPITAL AND DEBT STRUCTURE :

Authorized Equity Share Capital:
As on March 31, 2025, the Authorized Share Capital of the Company is Rs. 15,00,00,000/- (Rupees
Fifteen Crores) divided into 1,50,00,000 (One Crores Fifty Lakhs) Equity Shares of Rs. 10/-
(Rupees Ten) each and There were no changes made to the Authorized Share Capital of the
Company during the year under review.
Annual Report 2024-25
35
 Paid-up Equity Share Capital:
As on March 31, 2025, the Paid-up Equity Share Capital of the Company is Rs. 14,29,94,000/-
(Rupees Fourteen Crore Twenty Nine Lakh Ninety Four Thousand) divided into 1,42,99,400 (One
Crore Forty Two Lakh Ninety Nine Thousand Four Hundred) Equity Shares of Rs. 10/- (Rupees
Ten) each and There were no changes made to the Paid-up Equity Share Capital of the Company
during the year under review
Issue of Equity Shares with Differential Rights:
During the year under review your Company has not issued any equity shares with differential
rights as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.
Issue of Sweat Equity Shares:
During the year under review your Company has not issued any sweat equity share as per
provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014. Hence, the
disclosures regarding this are not applicable.
Details of Employee Stock Options:
During the financial year under review, the Company has not issued any shares under the
Employee's Stock Options Scheme pursuant to provisions of Rule 12(9) of Companies (Share
Capital and Debenture Rules, 2014) hence, the disclosures regarding issue of employee stock
options are not applicable.
Shares held in trust for the benefit of employees where the voting rights are not exercised
directly by the employees:
During the year under review your Company has not held any shares in trust for the benefit of
employees where the voting rights are not exercised directly by the employees.

Issue of debentures, bonds, warrants or any non-convertible securities:

During the financial year under review, the Company has not issued any debentures, bonds,
warrant or any nonconvertible securities pursuant to related provisions of Companies Act, 2013
read with Rules made thereunder. Hence, the disclosures regarding this are not applicable

10. DETAILS OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of Directors of the company has an optimum combination of Executive and Non-
Executive Independent Directors with rich professional experience and background. As on March
31, 2025, the Board of Directors comprised of 6 (Six) Directors which includes Three (3)
Executive Director, and Three (3) Non - Executive Independent Directors. The overall
composition of Board of Directors included one Independent Women Director.

Annual Report 2024-25

36
As on 31st March, 2025, the Company had following Directors and the key managerial personnel:
Sr. Name Designation
No.
1. Mr. Sanjay Yadavrao Mokashi (DIN: 01568141) Managing Director
2. Mr. Meher Shreeram Pophali (DIN: 01568099) Whole-time Director
3. Mr. Manish Suresh Peshkar (DIN: 01568162) Whole-time Director
4. Dr. Parag Sham Deshpande (DIN: 10195204) Non-executive Independent
Director
5. Mr. Sandeep Kunjbihari Agarwal (DIN: 10190189) Non-executive Independent
Director
6. Ms. Anuja Subhash Bissa (DIN: 08284537) Non-executive Independent
Director
7. Mr. Sunil Nilkanth Chaudhari Chief Financial Officer
8. Mr. Sulabh Singh Parihar Company Secretary and
Compliance Officer

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's
Articles of Association, Mr. Meher Shreeram Pophali, Whole-time Director will retire by rotation
at the ensuing 29th Annual General Meeting and being eligible, has offered himself for re-
appointment as a Director of the Company. The Board recommends his re-appointment for the
consideration of the members of the Company at the ensuing 29 th Annual General Meeting of the
Company.
The brief resume and other information/details of Mr. Meher Shreeram Pophali seeking re-
appointment, as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard on General
Meetings (SS-2) is given in the Notice of the ensuing 29th Annual General Meeting, which forms
part of the Annual Report.

Further post closure of the financial year, the following changes occurred in the Key Managerial
Personnel of the Company:

1. Mr. Manish Suresh Peshkar ceased to be the Whole-time Director of the Company with effect
from 14th July, 2025 due to resignation. The Board places on record its sincere appreciation for the
valuable contributions made by Mr. Manish Suresh Peshkar during their tenure.

2. Mr. Sunil Nilkanth Chaudhari superannuated from the services of the Company on 01st
July,2025. The Board expresses its gratitude for his dedicated service and invaluable contribution
during his tenure as the Chief Financial Officer.

Annual Report 2024-25

37
11. UTILIZATION OF IPO PROCEEDS:
Original Object Modified Original Modified Funds Amount of Remarks
Object, if Allocation allocation, Utilised* Deviation/Vari if any
any if any ation according
to applicable
object
Working Capital Not Applicable 850.00 Not Applicable 500.00 None
Requirement
Funding capital Not Applicable 1,285.34 Not Applicable 853.47 None
expenditure requirements
General corporate expenses Not Applicable 484.00 Not Applicable 484.00 None

*Utilization till March 31, 2025. Balance unutilized funds parked in fixed deposit and current account.

12. STATEMENT OF DECLARATION ON INDEPENDENCE GIVEN BY INDEPENDENT

DIRECTORS:
All Independent Directors of your Company have severally given a Declaration pursuant to Section
149(7) of the Companies Act, 2013 that they meet the criteria of Independence as laid down under
Section 149(6) of the Companies Act, 2013 and that they are registered in the data bank of Indian
Institute of Corporate Affairs as per Section 150 of the Companies Act, 2013 and rules framed
there under.
They have also furnished the Declaration and Confirmation pursuant to Regulation 25(8) of the
Listing Regulations affirming compliance to the criteria of Independence as provided under
Regulation 16(1)(b) of the Listing Regulations, as amended.
13. DECLARATION REGARDING NON - APPLICABILITY OF THE
DISQUALIFICATION:
The disclosure requirements as prescribed under Para C of the Schedule V of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 (‘LODR)’ are not applicable to the
Company pursuant to Regulation 15(2) of the LODR as the Company is listed on the SME
Exchange.
14. MEETINGS OF BOARD:
During the year ended on 3lst March 2025, Five (05) Board Meetings were held, the details of
which are mentioned hereunder:
 15th April, 2024  30th May, 2024  05th August, 2024  14th November, 2024
 10th March, 2025

15. COMPOSITION OF BOARD COMMITTEES:

The Company has in place, all the Committee(s) as mandated under the provisions of the Act and
Listing Regulations. Currently, there are four Committees of the Board, namely:

Annual Report 2024-25

38
  Audit Committee
 Nomination and Remuneration Committee
 Stakeholder Relationship Committee
 Corporate Social Responsibility Committee

AUDIT COMMITTEE:
The Audit Committee of the Board of Directors in compliance with Regulation 18 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the
Companies Act, 2013 is in place.

The Audit Committees comprised of following Members:

DIN: Name Designation Nature of Directorship

in committee
10190189 Mr. Sandeep Kunjbihari Chairman Non-executive Independent
Agarwal Director
10195204 Mr. Parag Sham Deshpande Member Non-executive Independent
Director
01568141 Mr. Sanjay Mokashi Yadavrao Member Managing Director

During the year ended 31st March 2025, Five (05) Audit Committee meetings were held, the details
of which are mentioned hereunder:
 15th April, 2024
 30th May, 2024
 05th August, 2024
 14th November, 2024
 10th March, 2025
All the Members of the Committee attend the Meetings and the Company Secretary acts as
Secretary to the Committee. There is no occasion wherein the board of directors of the Company
has not accepted any recommendations of the Audit committee of the Company during the
financial year 2024-25. As such, no specific details are required to be given or provided.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Board of Directors in compliance with
Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and Section 178 of the Companies Act, 2013 is in place.

The Nomination and Remuneration Committee comprised of following Members:

Annual Report 2024-25

39
 DIN: Name Designation Nature of Directorship
in committee
10190189 Mr. Sandeep Kunjbihari Chairman Non-executive Independent
Agarwal Director
10195204 Mr. Parag Sham Deshpande Member Non-executive Independent
Director
01568141 Mr. Sanjay Mokashi Yadavrao Member Managing Director

During the year ended 31st March 2025, One (01) Nomination and Remuneration Committee
meetings were held, the details of which are mentioned hereunder:
 05th August, 2024
All the Members of the Committee attend the Meetings and the Company Secretary acts as
Secretary to the Committee. There is no occasion wherein the board of directors of the Company
has not accepted any recommendations of the committee of the Company during the financial year
2024-25. As such, no specific details are required to be given or provided.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee of the Board of Directors in compliance with Regulation
20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section
178 of the Companies Act, 2013 is in place.

The Stakeholder Relationship Committee comprised of following Members:

DIN: Name Designation Nature of Directorship

in committee
10190189 Mr. Sandeep Kunjbihari Chairman Non-executive Independent
Agarwal Director
01568141 Mr. Sanjay Mokashi Yadavrao Member Managing Director
10195204 Mr. Meher Shreeram Pophali Member Whole-time Director

During the year ended 31st March 2025, meetings of Stakeholder Relationship Committee was
held on 14th November, 2025. All the Members of the Committee attend the Meetings and the
Company Secretary acts as Secretary to the Committee. There is no occasion wherein the board of
directors of the Company has not accepted any recommendations of the committee of the Company
during the financial year 2024-25. As such, no specific details are required to be given or provided.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee of the Board of Directors in compliance with
Section 135 of the Companies Act, 2013 is in place.

Annual Report 2024-25

40
 The Corporate Social Responsibility Committee comprised of following Members:

DIN: Name Designation Nature of Directorship

in committee
01568141 Mr. Sanjay Mokashi Yadavrao Chairman Managing Director
10195204 Mr. Meher Shreeram Pophali Member Whole-time Director
08284537 Ms. Anuja Subhash Bissa Member Non-executive Independent
Director

During the year ended 31st March 2025, meetings of Corporate Social Responsibility Committee
were held on 10th March, 2025. All the Members of the Committee attend the Meetings and the
Company Secretary acts as Secretary to the Committee.
16. SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION:
The Board of Directors in consonance with the recommendation of Nomination and Remuneration
Committee (NRC) has adopted Nomination & Remuneration Policy which, inter alia, deals with
the criteria for identification of members of the Board of Directors and selection/ appointment of
the Key Managerial Personnel/Senior Management Personnel of the Company. The NRC
recommends appointment of Director(s)/appointment or re-appointment of Managing Director
based on their qualifications, expertise, positive attributes and independence/professional expertise
in accordance with prescribed provisions of the Companies Act, 2013, governing rules framed
thereunder and the Listing Regulations. The NRC, in addition to ensuring diversity of race and
gender, also considers the impact the appointee would have on the Board’s balance of professional
experience, background, viewpoints, skills and areas of expertise. The Nomination &
Remuneration Policy is uploaded on the website of the Company and the weblink of the same is
https://www.microproindia.com/investors/policies/Policy%20for%20Nomination%20and%20Re
mmuneration.pdf
17. DISCLOSURE OF THE RATIO OF REMUNERATION OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL ETC:
As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement
of disclosure of remuneration and such other details as prescribed therein is given in Annexure-
A, which is annexed hereto and forms part of the Board’s Report.
18. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
In pursuant to the provisions of Section 134(3) (p) of the Act, the Board of Directors of the
Company is committed to get its performance evaluated in order to identify its strengths and areas
in which it may improve its functioning.
In terms of the framework of the Board Performance Evaluation, the Nomination and
Remuneration Committee and the Board of Directors have carried out an annual performance
evaluation of the performance of its own performance, Committee and Individual Directors.

Annual Report 2024-25

41
 The evaluation of the Board, Committees, Directors and Chairman of the Board was conducted
based on the evaluation parameters such as Board composition and Structure, effectiveness of the
Board, participation at meetings, awareness, observance of governance, and quality of
contribution, etc.
19. REMUNERATION RECEIVED BY MANAGING / WHOLE TIME DIRECTOR FROM
HOLDING OR SUBSIDIARY COMPANY:
During the year under review the Company does not have any Holding Company. Further the
Directors of the Company did not receive any Commission from its Subsidiary within the meaning
of Section 2(87) of the Companies Act, 2013. Therefore, the disclosure under the provision of
Section 197(14) of the Companies Act, 2013 read with Rules made thereunder, towards payment
of any commission or remuneration from holding or subsidiary company are not required.

20. DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) of the Companies Act, 2013, your Board of Directors confirms the
following:

(a) In the preparation of the annual financial statements for the year ended 3lst March, 2025,
the applicable accounting standards read with requirements set out under Schedule Ill to the
Companies Act, 2013, have been followed along with proper explanation relating to
material departures, if any;
(b) The Directors had selected such accounting policies and applied them consistently and made
judgment and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at 31st March 2025 and the losses of the Company
for the year ended on that date;
(c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(d) The annual accounts have been prepared on a going-concern basis;

(e) proper internal financial controls to be followed by the Company were laid down and such
internal financial controls are adequate and were operating effectively; and

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

21. INTERNAL FINANCIAL CONTROLS:

The Company has put in place an adequate system of internal financial control commensurate with
the size and nature of its business and continuously focuses on strengthening its internal control
processes. These systems provide a reasonable assurance in respect of providing financial and
operational information, complying with applicable statutes, safeguarding of assets of the
Company, and ensuring compliance with corporate policies.
Annual Report 2024-25
42
 The internal financial control of the company is adequate to ensure the accuracy and completeness
of the accounting records, timely preparation of reliable financial information, prevention, and
detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an
orderly and efficient manner. The Audit Committee periodically reviews the adequacy of Internal
Financial controls. During the year, such controls were tested and no reportable material
weaknesses were observed. The system also ensures that all transactions are appropriately
authorized, recorded, and reported.

22. SUBSIDIARY, ASSOCIATE, AND JOINT VENTURE:

During the period under review, the Company does not have any Holding, Joint Venture or
Associate Company. The Company has acquired a Company named Microsync Information
Technology Co. LLC in United Arab Emirates as a wholly owned Subsidiary.
Pursuant to Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014,
a statement containing salient features of the financial statements of Subsidiary is given in Form
AOC-1 and forms an integral part of this Report as Annexure C.
23. CONSOLIDATED FINANCIAL STATEMENTS:
The Company does not have any Associate Company or Joint Venture Company. In accordance
with the provisions of the Companies Act, 2013 (“the Act”) and the Listing Regulations read with
Ind AS 110-Consolidated Financial Statements, the consolidated audited financial statement forms
part of this Annual Report

24. DEPOSITS:
During the year under review, your Company has not accepted any public deposits within the
meaning of Section(s) 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
25. LOANS, GUARANTEES, AND INVESTMENTS:
The particulars of investments made and loans granted by the Company as covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial
Statements forming part of the Annual Report. Further, your Company has not extended a
corporate guarantee on behalf of any other Company, during the year under review.
26. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the period under review, all related party transactions that were entered were on an arm’s
length basis and were in the ordinary course of business. There are no materially significant 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. Details of related party transactions are provided in the financial statements and hence not
repeated herein for the sake of brevity.

Annual Report 2024-25

43
 The Company has formulated a Policy on materiality of related party transactions and dealing with
related party transactions, which is available on the website of the Company and can be accessed
through web link https://www.microproindia.com/investors/policies/Policy.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has constituted a Corporate Social Responsibility Committee in accordance with
the provisions of Section 135 of the Companies Act, 2013. In terms of Section 135 of the Act read
with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company reviewed
its financials for the immediately preceding financial year. Based on this review, it was noted that
the Company does not meet the threshold limits prescribed under Section 135(1) of the Act for the
financial year 2024-25.

Accordingly, the provisions relating to mandatory Corporate Social Responsibility are not
applicable to the Company for the financial year 2024-25.

Nevertheless, the Company has adopted a Corporate Social Responsibility Policy (“CSR Policy”)
in line with the provisions of the Act and the applicable Rules. The CSR Policy outlines the
objectives, scope/areas of CSR activities, implementation and monitoring process, CSR budget,
reporting, and disclosures. The CSR Policy is available on the website of the Company at the
following link: https://www.microproindia.com/investor-relations.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN

EXCHANGE EARNINGS AND OUTGO:
As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, the information on conservation of energy, technology
absorption and foreign exchange earnings and outgo are given in Annexure- B, which is annexed
hereto and forms part of the Board’s Report.
29. RISK MANAGEMENT:
The Risk Management policy has been formulated and implemented by the Company in
compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Company has in place a mechanism to identify,
assess, monitor, and mitigate various risks to key business objectives.
Major risks identified by the businesses and functions are systematically addressed through
mitigating actions on a continuing basis. Our internal control encompasses various management
systems, structures of organization, standards, and codes of conduct which are all put together to
help manage the risks associated with the Company.
In order to ensure the internal control systems are meeting the required standards, it is reviewed at
periodical intervals. If any weaknesses are identified in the process of review the same are
addressed to strengthen the internal controls which are also revised at frequent intervals. Some of
the risks that may pose challenges are set out in the Management Discussion and Analysis Report,
which forms part of this Annual Report.
Annual Report 2024-25
44
30. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In terms of the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
established a Vigil Mechanism which includes the formulation of the Whistle Blower Policy to
bring to the Company' s attention, instances of unethical behavior, actual or suspected incidents of
fraud, instances of leak of unpublished price sensitive information that could adversely impact the
Company's operations, business performance and/or reputation.
No employee is denied access to the Vigilance Officer as well as the Chairman of the Audit
Committee. The Policy provides that the Company investigates such incidents when reported, in
an impartial manner and takes appropriate action to ensure that requisite standards of professional
and ethical conduct are always upheld. The policy is available on the website of the Company and
the web link of the same is
https://www.microproindia.com/investors/policies/Policy%20for%20Vigil%20Mechanism.pdf

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There are no significant and material orders passed by the Regulators / Courts / Tribunals which
would impact the going concern status of the Company and its future operations.

32. STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to provisions of section 139 of the Act, the members at the annual general meeting of the
Company held on 20th September, 2024 appointed M/s. Banthia Damani & Associates, Chartered
Accountants (Firm Registration No. 0126132W) as statutory auditors of the Company for a period
of 5 (five) years till the conclusion of the 33rd Annual General Meeting of the Company.

The Auditors Report on the financial statements of the Company for the year ended 31st March,
2025 is self-explanatory and with unmodified opinion. The Auditor's Report on the financial
statements of the Company forms part of the Annual Report. There is no qualification, reservation,
or adverse remark in the Auditor’s Report, which calls for any comment or explanation.
Further, during the year under review, the Auditor has not reported any matter under Section
143(12) of the Companies Act, 2013, therefore, no detail is required to be disclosed pursuant to
Section 134(3) (ca) of the Companies Act, 2013.

33. 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 Board of Directors of
the Company in its Meeting held on 05th August, 2025 has appointed CS Namita Buche, Practicing
Company Secretary, Nagpur as Secretarial Auditor of the Company to undertake secretarial audit
of the Company for the financial year 2024-25.
Annual Report 2024-25
45
 Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the Financial
Year 2024-25 is set out in the Annexure- D to this report and forms part of the Board’s Report.
There are no qualification, observation or adverse remarks made by the Secretarial Auditor in the
Secretarial Audit Report, which calls for any comment or explanation.
The Board of Directors of the Company on the recommendation of the Audit Committee, has
recommended the appointment of CS Namita Buche, Practicing Company Secretary, Nagpur at
the ensuing Annual General Meeting to conduct the Secretarial Audit of the Company for the
period of 5 years i.e. commencing from FY 2025-2026 till FY 2029-2030 at a remuneration to be
recommended by the Audit Committee/Board of Directors and approved by the Shareholders of
the Company.

34. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014 and on recommendation of Audit Committee, M/s. Bhasin Datar
Associates, Chartered Accountants, Nagpur were appointed as the Internal Auditors of the
Company to periodically audit the adequacy and effectiveness of the internal controls laid down
by the management and suggest improvements.
The Company ensures reliability in conducting its business, precision and comprehensiveness in
maintaining accounting records and anticipation and detection of frauds and errors. There were no
adverse remarks or qualification on accounts of the Company marked by the Internal Auditors.

35. COST RECORD / AUDIT:

The Company does not fall within the provisions of Section 148 of Companies Act, 2013 read with
Rules made thereunder, therefore, the requirement of maintenance of cost records are not
applicable to the Company.

36. PARTICULARS OF EMPLOYEES:

The statement of particulars of employees pursuant to Section 197 of the Companies Act, 2013
read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given in Annexure- Annexure-A, which is annexed hereto and forms
part of the Board’s Report.

37. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS:

 CORPORATE GOVERNANCE:
The disclosure requirements as prescribed under Para C of the Schedule V of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 (‘LODR)’ are not applicable to the
Company pursuant to Regulation 15(2) of the LODR as the Company is listed on the SME
Exchange.
Annual Report 2024-25
46
  FAILURE TO IMPLEMENT ANY CORPORATE ACTION:
During the FY 2024-25 under review, there is no occasion wherein the Company failed to
implement any Corporate Action. As such, no specific details are required to be given or provided.
 PAYMENT OF LISTING AND DEPOSITORIES FEES:
The listing fees payable to the National Stock Exchange of India Limited within the due date.
The Company, has also duly paid the requisite custodian and other fees to the National Securities
Depository Limited (NSDL) and Central Depository Service India) Limited (CDSL).

 MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the Regulation 34(2)(E), and Schedule V of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, The Management Discussion & Analysis Report is presented in
a separate section forming part of this Annual Report.

 STATEMENT OF DEVIATIONS AND VARIATIONS:

In compliance with the provisions of Regulation 32(8) of Listing Regulations, there has been no
Deviation(s) and / or Variation(s) in the utilization of the fund raised from the Initial Public Offer
(IPO) as disclosed in the Company's Prospectus dated 30 th October, 2023 for the period ended
March 31, 2025, as it has been utilized for the purpose for which funds was raised.

 LINK OF DIVIDEND DISTRIBUTION POLICY

The Company is not amongst the top 1000 listed entities based on market capitalization, hence the
provisions are not applicable to the Company.

 DEMATERIALISATION OF SHARES:
As on 31st March 2025, the entire 100% issued, subscribed and paid-up share capital i. e. equity
shares of the Company were held in dematerialized form through depositories namely National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSIL).

38. ANNUAL RETURN:

In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return
of the Company for the financial year ended 3lst March 2025 has been uploaded on the website of
the Company at https://www.microproindia.com/investor-relations.

39. CREDIT RATING OF SECURITIES:

During the F.Y. 2024-25 under review, the Company has neither issued nor required to obtain
credit rating of its securities. As such, no specific details are required to be given or provided.

Annual Report 2024-25

47
40. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PER PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy
on prevention, prohibition and redressal of sexual harassment at workplace and has also constituted
an Internal Complaints Committee(s) in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed
thereunder. The policy aims to provide protection to employees at the workplace and prevent and
redress complaints of sexual harassment and for matters connected or incidental thereto, with the
objective of providing a safe working environment, where employees feel secure and can register
their complaints against sexual harassment.

The details as per Sub-rule (5) of Rule 8 of Companies (Accounts) Rules, 2014, are as under:

Sr. No. Particulars

(a) Number of complaints of sexual harassment received in the year Nil

(b) Number of complaints disposed off during the year Nil

(c) Number of cases pending for more than ninety days Nil

41. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company has duly complied with the applicable provisions of the Maternity Benefit Act,
1961, and the rules made thereunder. Adequate measures have been taken to ensure that all eligible
female employees are granted maternity benefits as per the statutory requirements. The Company
remains committed to providing a safe, inclusive, and supportive work environment for women,
including during maternity and childcare periods

42. GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following matters
as there were no transactions or events concerning the same during the year under review:
(a) 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.
(b) Details relating to deposits covered under Chapter V of the Companies Act, 2013.
(c) The Company has neither filed any application nor any proceedings pending against the
Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.
The Company has not availed one time settlement with respect to any loans from banks or
financial institutions.
(d) The Company has complied with the applicable Secretarial Standards under the Companies
Act, 2013 as issued by the Institute of Company Secretaries of India (ICSI).

Annual Report 2024-25

48
43. ACKNOWLEDGEMENT:

The Board desires to place on record its grateful appreciations for the excellent assistance and
co-operation extended by Government Agencies, and continued support extended to the
Company by the bankers, investors, vendors, esteemed customers, professionals/consultants
and other business associates/institutions. Your Directors also wish to place on record their
deep sense of appreciation to all the employees of the Company for their unstinted
commitment and valuable contribution for sustainable growth of the Company.

For and on behalf of the Board of Directors

Micropro Software Solutions Limited

Date: 30th August, 2025 SANJAY YADAVRAO MOKASHI MEHER SHREERAM POPHALI
Place: Nagpur MANAGING DIRECTOR WHOLE-TIME DIRECTOR
DIN: 01568141 DIN: 01568099

Annual Report 2024-25

49
 ANNEXURE – A

Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended and
forming part of the Directors’ Report for the year ended 31st March, 2025.

i. The ratio of remuneration of each Director to the median remuneration of the employees of the
Company for the financial year 2024-25:

Sr. No Name of Directors Ratio

1. Mr. Sanjay Yadavrao Mokashi 28.94
Managing Director
2. Mr. Meher Shreeram Pophali 28.01
Whole-time Director
3. Mr. Manish Suresh Peshkar 27.94
Whole-time Director
4. Dr. Parag Sham Deshpande NA
Non-executive Independent Director
5. Mr. Sandeep Kunjbihari Agarwal NA
Non-executive Independent Director
6. Ms. Anuja Subhash Bissa NA
Non-executive Independent Director

ii. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive
Officer, Company Secretary or Manager, if any, in the financial year 2024-25:

Sr. Name of Directors/KMP Designation % increase / (decrease)

No. In Remuneration Paid
1. Mr. Sanjay Yadavrao Mokashi Managing Director 0

2. Mr. Meher Shreeram Pophali Whole-time Director 0

3. Mr. Manish Suresh Peshkar Whole-time Director 0

4. Dr. Parag Sham Deshpande Non-executive NA

Independent Director
5. Mr. Sandeep Kunjbihari Non-executive NA
Agarwal Independent Director
6. Ms. Anuja Subhash Bissa Non-executive NA
Independent Director
7. Mr. Sunil Nilkanth Chaudhari Chief Financial Officer 0

8. Mr. Sulabh Singh Parihar Company Secretary 7.05%

and Compliance Officer

Annual Report 2024-25

50
iii. the percentage increase in the median remuneration of employees in the financial year; -21.33%

iv. The number of permanent employees on the roll of the Company: 135 Employees as on 31st March,
2025.

v. Average percentile increase already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional circumstances for
increase in the managerial remuneration:

Percentage increment for Salaries of Non-Managerial Personnel is (0%)

Percentage increment for Salaries of Managerial Personnel is (0%)

The increase in remuneration is not solely based on Company’s performance but also includes various
other factors like individual performance, experience, relevant expertise, skills, academic background,
industry trends, economic situation and future growth prospects etc. besides Company’s performance.

vi. the key parameters for any variable component of remuneration availed by the directors; No

vii. The remuneration paid to the Directors is as per the Remuneration Policy of the Company. Yes

*Number of employees increased consequently median remuneration of employees decreased during the
year.
For and on behalf of the Board of Directors
Micropro Software Solutions Limited

Date: 30th August, 2025 SANJAY YADAVRAO MOKASHI MEHER SHREERAM POPHALI
Place: Nagpur MANAGING DIRECTOR WHOLE-TIME DIRECTOR
DIN: 01568141 DIN: 01568099

Annual Report 2024-25

51
 ANNEXURE – B

Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo

[As per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014]

i. Conservation of Energy:

a. The steps taken or impact on the conservation of energy:-

The Company lays great emphasis on savings in the cost of energy consumption. Therefore,
achieving reduction in per unit consumption of energy is an ongoing exercise in the Company.
The effective measures like education, training, publicity, messaging through use of social
media have been taken to minimize the loss of energy as far as possible.

b. The steps taken by the company for utilizing alternate sources of energy:-

The Company recognizes the importance of energy conservation and is committed to promoting
sustainable practices across its operations. As part of its environmental responsibility, the
Company has initiated steps to explore and adopt alternate sources of energy.

 Company has installed Solar captive power plant of 32 KW capacity & in operational since
last year at Dharampeth office premises to reduce dependency on conventional electricity
sources;
 Encouraging energy-efficient lighting systems such as LED installations in all workspaces;
 Promoting a paperless work environment and digitization to reduce the carbon footprint;

c. The capital investment on energy conservation equipment:- Rs. 14.22 Lakhs.

ii. Technology Absorption:

a. The effort made towards technology absorption:-

The Company is always in pursuit of finding the ways and means to improve the performance,
quality and cost effectiveness of its services. The technology used by the Company is updated
as a matter of continuous exercise.

b. The benefits derived like product improvement, cost reduction, product development, or import
substitution:- NA

c. In the case of imported technology (imported during the last three years reckoned from the
beginning of the financial year):- NA

d. The expenditure incurred on Research & Development: NIL

Annual Report 2024-25

52
iii. Foreign Exchange Earnings and Outgo:

The Details of Foreign Exchange earnings and outgo during the financial year as required by the
Companies (Accounts) Rules, 2014 are provided as follows:-
(Rs. in lakh)
Sr. No. Particular Current Year Previous Year
1. Foreign exchange earnings 34.01 95.36
2. Foreign exchange outgo 54.80 175.02

For and on behalf of the Board of Directors

Micropro Software Solutions Limited

Date: 30th August, 2025 SANJAY YADAVRAO MOKASHI MEHER SHREERAM POPHALI
Place: Nagpur MANAGING DIRECTOR WHOLE-TIME DIRECTOR
DIN: 01568141 DIN: 01568099

Annual Report 2024-25

53
 Annexure C
FORM AOC- 1
(Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014)

Part “A”: Subsidiaries

Statement containing salient features of the financial statement of subsidiaries
(Amount in ‘AED’)
Sl. No. Particulars Details
1. Name of the subsidiary Microsync Information
Technology Co. L.L.C.
2. The date since when subsidiary was acquired 10th September, 2024
3. Reporting period for the subsidiary concerned, if different NA
from the holding company’s reporting period
4. Reporting currency and Exchange rate as on the last date Currency: AED
of the relevant Financial year in the case of foreign Exchange Rate:
subsidiaries 1 AED = 23.26
5. Share capital 300000
6. Reserves & surplus (390159)
7. Total Assets 1230913
8. Total Liabilities 1230913
9. Investments -
10. Turnover 1289425
11. Profit/ (Loss) before taxation (39015)
12. Provision for taxation -
13. Profit (Loss) after taxation (39015)
14. Proposed Dividend -
15. % of shareholding 100.00%
Note: The following information shall be furnished at the end of the statement:
1. Names of subsidiaries which are yet to commence operations -
2. Names of subsidiaries which have been liquidated or sold during the year -
Part “B”: Associates & Joint Ventures
Statement containing salient features of the financial statement of Associates & Joint Ventures

The Company does not have any Associate and Joint Ventures during the year under review.

For and on behalf of the Board of Directors

Micropro Software Solutions Limited

Date: 30th August, 2025 SANJAY YADAVRAO MOKASHI MEHER SHREERAM POPHALI
Place: Nagpur MANAGING DIRECTOR WHOLE-TIME DIRECTOR
DIN: 01568141 DIN: 01568099

Annual Report 2024-25

54
 Annexure D
FORM NO.MR-3
SECRETARIAL AUDIT REPORT
[Pursuant to section 204 (1) of the Companies Act, 2013 and rule
No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
ST
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
To,
The Members,
MICROPRO SOFTWARE SOLUTIONS LIMITED
Plot No. 28, 702, Wing A, 7th Floor,
IT Park, Gayatri Nagar, Nagpur,
Maharashtra, India, 440022

I have conducted the secretarial audit of the compliance of applicable statutory

provisions and the adherence to good corporate practices by Micropro Software
Solutions Limited (L72200MH1996PLC102385) (hereinafter called ‘the Company’).
Secretarial Audit was conducted in a manner that provided me a reasonable basis for
evaluating the Corporate Conducts/Statutory Compliances and expressing my opinion
thereon.

Based on my verification of the Company’s books, papers, minute books, forms and
returns filed and other records maintained by the Company and also the information
provided by the Company, its officers, agents and authorized representatives during the
conduct of secretarial audit, I hereby report that in my opinion, the Company has, during
the audit period covering the financial year ended March 31, 2025, has generally
complied with the statutory provisions listed hereunder and also that the Company has
proper Board-processes and compliance-mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter:

I further report that the compliance with the applicable laws is the responsibility of the
Company and our report constitutes an independent opinion. Our report is neither an
assurance of future viability of the Company nor a confirmation of efficient management by
the Company.

I have examined the books, papers, minute books, forms and returns filed and other records
maintained by the Company, for the financial year ended on 31 st March, 2025 according to
the applicable provisions of:

Annual Report 2024-25

55
(i) The Companies Act,2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act,1956 (‘SCRA’) and the rules made
there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws Framed there
under

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made
there under to extent of Foreign Direct Investment, Overseas Direct Investment
and External Commercial borrowings

The provisions of FEMA and Rules are applicable since there are Foreign Direct
Investment, Overseas Direct Investment and External Commercial borrowings by
the Company during the period under review.

(v) The following Regulations and Guidelines prescribed under the Securities and
Exchange Board of India Act, 1992 (‘SEBI Act’):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares

and Takeovers) Regulations,2011; (to the extent applicable);

b) The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 1992; (to the extent applicable);

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009; (to the extent applicable);

d) The Securities and Exchange Board of India (Employee Stock Option Scheme
and Employee Stock Purchase Scheme) Guidelines,1999; (Not Applicable to
the Company during the Audit Period)

e) The Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2021; (Not Applicable to the Company during the
Audit Period)

f) The Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client; (to the extent applicable);

Annual Report 2024-25

56
 g) The Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2009; (Not Applicable to the Company during the Audit Period)

h) The Securities and Exchange Board of India (Buy back of Securities) Regulations,
1998; (Not Applicable to the Company during the Audit Period)

i) The Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015-(to the extent applicable);

I have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by the Institute of Company Secretaries of India.

b) Equity Listing Agreement entered by the Company with NSE Emerge

I further report that:

1) The Board of Directors and Key Managerial Persons of the Company are duly
constituted with proper balance of Executive Directors, Non-Executive Directors
and Independent Directors including Woman Director. The changes in the
composition of the Board of Directors and Key Managerial Persons that took place
during the period under review were carried out in compliance with the provisions
of the Act.

2) Adequate notice is given to all directors to schedule the Board Meetings, agenda
and detailed notes on agenda were sent in advance and a system exists for seeking
and obtaining further information and clarifications on the agenda items before the
meeting and for meaningful participation at the meeting.

3) All decisions made at Board meetings are approved by majority consent, as

recorded in the minutes. Any dissenting views expressed by Board members are
captured and recorded as part of the minutes, if applicable.

I further report that during the audit period, the following specific activities took place
in the Company having a major bearing on the Company’s affairs in pursuance of the
above referred laws, rules, regulations, guidelines etc.:

(i) In the Board meeting of the Company held on February 23, 2024, the Board accorded
their consent for acquisition of shares of Microsync Information Technology Co.
L.L.C (a company incorporated in the UAE) as a wholly owned subsidiary of the
Company. Further, the Board of Directors of the Company, at its meeting held on
April 15, 2024, accorded their consent to provide authorization for acqusition of
shares of Microsync Information Technology Co. L.L.C.

Annual Report 2024-25

57
 (ii) During the period under review, the Company has successfully completed the
acquisition process of Microsync Information Technology Co. L.L.C on September
10, 2024. Pursuant to such acquisition, Microsync Information Technology Co.
L.L.C is now a wholly owned subsidiary of the Company in the United Arab
Emirates (UAE).

I further report that based on the information provided by the Company, its officers and
authorised representatives during the conduct of the audit, there are adequate systems and
processes in the Company commensurate with the size and operations of the Company to
monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period there were no specific events or actions
as following in pursuance of the above referred laws, rules, regulations, guidelines,
standards, etc. having any bearing on the Company’s affairs viz.,

(i) Public/Right/Preferential issue of shares/ debentures/sweat equity, etc.

(ii) Redemption/buy-back of securities

(iii) Decisions taken by the members in pursuance to Section 180 of the Companies Act,
2013;

(iv) Foreign technical collaborations

This report is to be read with the letter of even date which is annexed as
Annexure– I which forms an integral part of this report.

Place: Nagpur
Date: 22/08/2025
UDIN: A036514G001056456

CS Namita Buche
Practicing Company Secretary
Membership No. 36514
COP No. 14220

Annual Report 2024-25

58
 Annexure-I

To,
The Members,
Micropro Software Solutions Limited

Our report of even date is to be read along with this letter.

1) Maintenance of secretarial record is the responsibility of the Management of the

Company. My responsibility is to express an opinion on these secretarial records
based on our audit.

2) I have followed the audit practices and processes as were appropriate to obtain
reasonable assurance about the correctness of the contents of the Secretarial records.
The verification was done to ensure that correct facts are reflected in secretarial records.
I believe that the processes and practices, I followed provide a reasonable basis for my
opinion.

3) I have not verified the correctness and appropriateness of financial records and
Books of Accounts of the Company.

4) Wherever required, I have obtained the Management representation about the

compliance of laws, rules and regulations and happening of events, etc.

5) The compliance of the provisions of corporate and other applicable laws, rules,
regulations, standards is the responsibility of Management. My examination was
limited to the verification of procedures on test basis.

6) The Secretarial Audit report is neither an assurance as to the future viability of the
Company nor of the efficacy or effectiveness with which the management has
conducted the affairs of the Company.

Place: Nagpur
Date: 22/08/2025
UDIN: A036514G001056456

CS Namita Buche
Practicing Company Secretary
Membership No. 36514
COP No. 14220

Annual Report 2024-25

59
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Company Management is pleased to present before the members of the Company, the
Management Discussion & Analysis Report (“MDAR”) of the Company’s business for the
financial year 2024-2025.

Management Discussion and Analysis Report for the year under review giving detailed analysis
of the Company’s operations, segment-wise performance etc., as stipulated under the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, is given herein below and forms part of this report.

OUTLOOK

With a legacy of over three decades, MICROPRO has consistently delivered successful IT
projects across medium and large enterprises. Backed by a team of skilled IT professionals, we
serve a robust client base of over 4,000 customers in India and the UAE. We empower our clients
to craft and implement effective digital transformation strategies.

Our vision is to evolve into a globally respected organization that delivers best-in-class business
solutions through advanced technology, driven by highly competent professionals. Our actions are
guided by a deep-rooted value system built on Client Value, Leadership by Example, Integrity
and Transparency, Fairness, and Excellence.

Our strategic objective is to develop a resilient and sustainable enterprise that continues to align
with our clients’ evolving priorities, creates rewarding career opportunities for our employees,
delivers consistent value to our investors, and makes meaningful contributions to the communities
in which we operate.

Looking ahead, the Company is committed to leveraging its deep domain expertise to scale its its
solutions in the healthcare IT segment and strengthen recurring revenue streams. With flagship
solutions like HospyCare (next-generation Hospital Information Management System) and
PharmaZip and other Strategic projects, we aim to expand our share in the healthcare IT segment
as well as in other key sectors..

Our long-term strategic priorities include:

 Driving product innovation and modernization

 Strengthening our presence in global markets
 Deepening engagement with Government and Public Sector Units (PSUs)
 Integrating AI, ML into our core product offerings

Annual Report 2024-25

60
GLOBAL ECONOMIC TRAJECTORY:

The global economy in 2024 continued to face significant challenges and opportunities shaped by
various economic, geopolitical, and policy-driven factors. Global GDP growth is expected to
moderate, with a growth rate of 3.3% according to the ‘World Economic Outlook’ published by
International Monetary Fund (IMF). Growth varies across regions, with advanced economies
experiencing slower expansion, while emerging markets, particularly in Asia, maintain relatively
stronger growth momentum.

Geopolitical instability, notably the ongoing conflict between Russia and Ukraine, disruptions in
global supply chains, and trade tensions between major economies like the U.S. and China,
continue to impact global economic stability. Additionally, climate change policies and shifting
regulatory landscapes influence investment decisions across industries.

Global inflation is improving, projected at 5.7% in 2024, down from 6.7% in 2023. Advanced
economies are expected to reach this target faster than emerging markets and developing
economies, where the decrease may be slower. Inflation in advanced economies should average
2.6% in 2024, likely reaching target levels by late 2025. Emerging markets will see a slower,
though positive, trend.

The Eurozone, however, saw slower growth of 0.9%, including a slight decline in Germany.
Emerging markets, especially in Asia, maintained stronger growth, reaching 5.3% overall, driven
by technology and infrastructure investment. China's economy expanded by 5.0%, helped by
government policies and a recovering property market

The global economy is expected to grow steadily, with a projected 2.8% expansion in 2025 and
3.0% in 2026. This outlook is supported by strong performances from the United States and major
emerging economies.

Global disinflation continues, though some regions stagnate due to high inflation. Global inflation
is projected to fall to 4.4% in 2025 and 3.5% in 2026, with advanced economies reaching targets
first. Monetary policies remain divergent.

OVERVIEW OF INDIA’S ECONOMIC TRAJECTORY AND GROWTH PILLARS:

India’s economy continues to demonstrate resilience in face of global challenges and steady
expansion based on its intrinsic strengths, maintaining its position as the fastest-growing major
economy. The real GDP is estimated at 6.5% in FY 2024-25 according to the Second Advance
Estimates, following an impressive 9.2% growth in FY 2023-24. This sustained momentum
reflects the country’s strong economic fundamentals, policy support, growing services sector and
domestic demand, reinforcing confidence in India’s long-term growth prospects. The
Government's strategic reforms, substantial investments in both physical and digital infrastructure,
and initiatives such as 'Make in India' and the Production-Linked Incentive (PLI) scheme have
been instrumental in enhancing the country's growth trajectory and self-reliance.

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61
India is now the world's fifth-largest economy by nominal GDP and third-largest by Purchasing
Power parity (PPP). The government aims for a $5 trillion economy by FY2027-28 and $30 trillion
by 2047, driven by infrastructure investment, reforms, and technology adoption. Reflecting this
commitment, the budget allocated for capital investment in the forthcoming financial year (2025-
26) has risen to Rs. 11.21 lakh crore, which accounts for 3.1% of GDP. According to industry
reports, the global IT services market was valued at approximately USD 1.3 trillion, with strong
demand across BFSI, healthcare, retail, and public sectors. Generative AI and process automation
were key themes driving innovation and transformation in business models.

INDUSTRY STRUCTURE AND DEVELOPMENTS:

Fiscal 2025 unfolded against a backdrop of heightened uncertainty, shaped by fluctuating interest
rates, geopolitical tensions, and election activities across key global markets. These external
factors coincided with a period of structural transformation within the technology services
industry. The global economy continued to face headwinds, with rising protectionist policies
disrupting trade dynamics and contributing to an overall sense of instability. Persistent inflation
and elevated interest rates further dampened consumer confidence and curtailed discretionary
spending.

The Indian Information Technology (IT) industry continues to be a cornerstone of economic

growth and technological innovation, playing a pivotal role in digitizing core sectors of the
economy. Within this dynamic landscape, the healthcare and pharmaceutical software segment has
emerged as one of the fastest-growing verticals, driven by the increasing adoption of digital health
technologies, regulatory compliance requirements, and demand for integrated, scalable, and cloud-
based healthcare IT solutions. The Government of India’s thrust on initiatives such as Ayushman
Bharat Digital Mission (ABDM), the National Digital Health Blueprint (NDHB), and increasing
investments in healthcare infrastructure have accelerated the need for Electronic Health Records
(EHR), Hospital Information Management Systems (HIMS). Similarly, the pharmaceutical sector
is witnessing a strong digital transformation push to improve supply chain efficiency, ensure
regulatory compliance, and leverage real-time analytics.

Internationally, the demand for interoperable healthcare solutions is rising, supported by global
efforts to enhance data sharing, patient engagement, and cost-effective care delivery models. The
UAE, African nations, and Southeast Asia, in particular, are adopting healthcare digitization at an
unprecedented pace, presenting export opportunities for Indian IT players with proven domain
expertise.

The Company, leveraging over three decades of experience in developing and implementing
healthcare and pharma software solutions, is well-positioned to benefit from these industry trends.
With strong regulatory tailwinds, increasing digital penetration, and rising expectations for patient-
centric and data-driven solutions, the industry outlook remains optimistic. Companies offering
agile, scalable, and secure solutions with strong customer support are expected to gain significant
competitive advantage. In this evolving ecosystem, the Company has strategically positioned itself
by offering domain-specific solutions, including pharmacy distribution management, hospital
management systems, ERP and strategic public sector projects.

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62
OPPORTUNITIES AND THREATS:

OPPORTUNITIES:

The growing emphasis on digital healthcare transformation, both in India and internationally,
presents significant opportunities for the Company. Government-led initiatives such as the
Ayushman Bharat Digital Mission (ABDM), increased public-private partnerships, and greater
regulatory push for digital recordkeeping have created a favorable environment for the adoption
of healthcare IT solutions. Similarly, the pharma sector is rapidly embracing digital tools to
enhance supply chain transparency, ensure real-time compliance, and optimize distribution
channels. The rising demand for cloud-based platforms provides a strong growth trajectory for the
Company’s products like HospyCare and PharmaZip, especially in emerging markets such as the
Middle East, Africa, and Southeast Asia.

THREATS:

Despite the positive outlook, the Company faces certain challenges. Rapid technological changes
require continuous innovation and investment in R&D. Data privacy regulations and cybersecurity
risks are becoming increasingly stringent, demanding robust compliance frameworks. Competition
from both domestic and global players, including new-age tech startups, may lead to pricing
pressures and require differentiation through superior service and value delivery. Rapid
advancements in technology require continuous upskilling and adaptation. Companies that fail to
keep pace with technological changes risk becoming obsolete. Despite improvements, there are
still infrastructure challenges in certain regions of India, such as inconsistent power supply and
internet connectivity. These issues can affect the efficiency and reliability of IT services. The
Company remains focused on risk mitigation through diversification, process optimization, and
product innovation.

RISKS AND CONCERNS

To manage risks with the ultimate goal of maximising stakeholders' value, the company has an
integrated and organised enterprise risk management process. At Micropro, the risk management
process typically entails risk identification, assessment, prevention, prioritisation, and monitoring.
With the aid of this technique, the Company is better able to take informed decisions about the
creation of opportunities, effectively manage risks to acceptable levels, and enhance confidence in
the accomplishment of its desired goals and objectives.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

We manage regulatory compliance by monitoring and evaluating our internal controls and
ensuring that we are in compliance with all relevant statutory and regulatory requirements. There
can be no assurance that deficiencies in our filings will not arise in the future, or that we will be
able to implement, or continue to maintain, adequate measures to rectify or mitigate any
deficiencies in our internal control.

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63
The Company implemented suitable controls to ensure its operational, compliance, and reporting
objectives. The Company has adequate policies and procedures in place for its current size as well
as its future growing needs. These policies and procedures play a pivotal role in the deployment
of the internal controls. They are regularly reviewed to ensure both relevance and
comprehensiveness and compliance is ingrained into the Management review process.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL

PERFORMANCE:

During the year under review the Company has earned standalone total revenue (including other
income) of Rs. 2,208.83 lakhs for the year 2025 as compared to Rs. 2,228.31 lakhs for the financial
year 2024. loss after Tax at Rs. 104.69 lakhs in the financial year 2025 as compared to profit of
Rs. 310.87 lakhs for the financial year 2024.

The consolidated total revenue (including other income) of Rs. 2,488.16 lakhs for the year 2025
as compared to Rs. 2,228.31 lakhs for the financial year 2024. loss after Tax at Rs. 184.74 lakhs
in the financial year 2025 as compared to profit of Rs. 310.87 lakhs for the financial year 2024.
(Amount in 'Rs. Lakhs except EPS)
Description Standalone Standalone Consolidated Consolidated
31.03.2025 31.03.2024 31.03.2025 31.03.2024
Revenue from operations 2,032.58 2,148.25 2311.91 2,148.25
Other Income 176.25 80.06 176.25 80.06
Total Income 2,208.83 2,228.31 2,488.16 2,228.31
Purchase of Stock- in- trade 377.92 228.73 641.33 228.73
Purchases of Services 519.77 202.99 519.77 202.99
Changes in Inventories of 39.07 -7.10 39.07 -7.10
Stock-in-trade
Employee benefits expense 926.22 832.69 943.32 832.69
Finance costs 30.27 70.49 30.45 70.49
Depreciation and amortisation 204.71 90.51 206.12 90.51
expense
Other expenses 228.65 365.63 305.93 365.63
Profit before tax (117.78) 444.38 (197.83) 444.38
Less: Tax Expenses (13.09) 133.51 (13.09) 133.51
Profit / (Loss) for the year (104.69) 310.87 (184.74) 310.87
ended
Earning per equity share (0.73) 2.61 (1.29) 2.61
(Basic and Diluted)

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64
 Standalone Financials Amount in Lakhs
2,500.00

2,000.00

1,500.00

1,000.00

500.00

0.00

-500.00
TOTAL INCOME PROFIT /LOSS BEFORE TAX PROFIT /LOSS AFTER TAX
2024 2,228.31 444.38 310.87
2025 2,208.83 -117.78 -104.69

2024 2025

Standalone Financials Amount in Lakhs

2,500.00

2,000.00

1,500.00

1,000.00

500.00

0.00
TOTAL INCOME PROFIT /LOSS BEFORE TAX PROFIT /LOSS AFTER TAX

-500.00

2024 2025

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65
 Consolidated Financials Amount in Lakhs
3,000.00

2,500.00

2,000.00

1,500.00

1,000.00

500.00

0.00

-500.00
TOTAL INCOME PROFIT /LOSS BEFORE TAX PROFIT /LOSS AFTER TAX
2024 2,228.31 444.38 310.87
2025 2,488.16 -197.83 -184.74

2024 2025

Consolidated Financials Amount in Lakhs

3,000.00

2,500.00

2,000.00

1,500.00

1,000.00

500.00

0.00
TOTAL INCOME PROFIT /LOSS BEFORE TAX PROFIT /LOSS AFTER TAX

-500.00

2024 2025

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66
SEGMENT–WISE PERFORMANCE:

IT Services: The total revenue from IT Services during the year is Rs. 1580.63 Lacs as compared
to Rs. 1,847.88 Lacs of the previous year.

Trading: The total revenue from Trading during the year is Rs. 451.95 Lacs as compared to Rs.
300.37 Lacs of the previous year.

Amount in Lakhs
2,000.00

1,800.00

1,600.00

1,400.00

1,200.00

1,000.00

800.00

600.00

400.00

200.00

0.00
IT Services Trading
Total Revenue 2024 1,580.63 451.95
Total Revenue 2024 1,847.88 300.37

Total Revenue 2024 Total Revenue 2024

DETAILS OF SIGNIFICANT CHANGES (I.E. CHANGE OF 25% OR MORE AS

COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR) IN KEY
FINANCIAL RATIOS, ALONG WITH DETAILED EXPLANATIONS THEREFOR,
INCLUDING:

Annual Report 2024-25

67
 FY FY Reason for
S. Variance
Ratio Numerator Denominator 2024- 2023- Variance if more
No. in %
25 24 than 25%
Current Current Current
1 6.22 6.05 2.81%
Ratio Assets Liabilities
Debt-
Shareholders'
2 Equity Total Debt 0.00 0.08 -100% Debt repaid fully
Funds
Ratio
Earnings for
Debt Service
Debt debt service
= Interest + Due to loss
Service = Profit
3 Principal 4.30 6.69 -35.70% incurred during the
Coverage after tax +
repayments year.
Ratio Depreciation
of term loans
+ Interest
Return on Average Due to loss
Profit after -
4 Equity Shareholders' -0.02 0.10 incurred during the
tax 122.31%
Ratio Funds year.
Net Sales
Inventory (excl. Inventory
Average
5 Turnover commission 18.00 9.94 81.10 decreased
Inventory
Ratio and support substantially
services)
Trade
Average
Receivables
6 Net Sales Trade 1.44 1.57 8.57% -
Turnover
Receivables
Ratio
Trade
Average
Payables Net
7 Trade 4.43 4.98 11.07% -
Turnover Purchases
Payables
Ratio
Working
Capital =
Current
Assets -
Net Capital
Current
8 Turnover Net Sales 0.73 0.60 22.41% -
Liabilities
Ratio
(excl. current
maturities of
long term
debt)
There is loss as
Net Profit Profit before compared to profit
9 Net Sales -0.06 0.21 -128%
Ratio tax in the previous
year.

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68
 FY FY Reason for
S. Variance
Ratio Numerator Denominator 2024- 2023- Variance if more
No. in %
25 24 than 25%
Earning Capital There is loss as
Return on
before Employed = compared to profit
10 Capital -0.02 0.10 -118.8%
interest and Net worth + in the previous
Employed
tax Total debt year..
There is loss as
compared to profit
in the previous
Return on Profit before Average year & Average
11 -0.02 0.11 -299%
Investment tax Total Assets Total Assets have
increased as
compared to
previous year.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL

RELATIONS, INCLUDING NUMBER OF PEOPLE EMPLOYED:

The Company has a committed and dedicated workforce with high enthusiasm. The Company maintained
cordial and harmonious relations with its employees throughout the year. Various employee
engagement initiatives and training programs were undertaken to enhance productivity, skill
development, and overall job satisfaction.

As on March 31, 2025, the total number of employees on the rolls of the Company stood at 135.
The Company continues to focus on attracting and retaining talent, and is committed to fostering
a positive and inclusive work environment to support its long-term growth strategy.

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69
 INDEPENDENT AUDITOR’S REPORT

To,
The Members of Micropro Software Solutions Limited
(formerly known as Micropro Software Solutions Private Limited)
Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Micropro Software

Solutions Limited (“the Company”) (formerly known as Micropro Software Solutions Private
Limited), which comprise the Standalone Balance Sheet as at March 31, 2025, the Standalone
Statement of Profit and Loss, the Standalone Statement of Cash flows for the year then ended, and
notes to the standalone financial statements for the year ended March 31, 2025, including a
summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by the Companies Act, 2013 (‘Act’)
in the manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31, 2025, its loss
and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further
described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our
report. We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India together with the ethical requirements that are relevant
to our audit of the financial statements under the provisions of the Act and the rules there under,
and we have fulfilled our other ethical responsibilities in accordance with these requirements and
the code of ethics.

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70
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matter to be communicated
in our report.

Key Audit Matters How audit addressed the key audit matter

1) Revenue Recognition: Our audit procedures include the following:

The Company receives its revenue primarily
 Obtained an understanding, evaluated
from sale of services.
the design and tested the controls over
the process of capturing, processing and
recording of information related to sale
We identified recognition of revenue from
of services;
sale of services as a key audit matter as it is
 Assessed the appropriateness of the
one of the key performance indicators of the
Company's accounting policy for
Company and because of the potential risk
recording of revenue from sale of
that revenue transactions may not be
services in line with requirements of
recognised in the appropriate period.
applicable accounting standards;
 Tested the policies on sample basis
where revenue from sale of services was
recorded close to year end and
subsequent to period end and evaluated
that these were recorded in the
appropriate accounting period; and
 Tested a sample of journal entries
posted throughout the year to revenue
accounts that met specific criteria to
identify unusual or irregular items.

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71
Information other than the financial statements and auditors’ report thereon

The Company’s board of directors is responsible for the preparation of the other information. The
other information comprises the information included in the Annual Report, but does not include
the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the standalone financial statements or our knowledge obtained during the course of our audit
or otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone
Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the
Act with respect to the preparation of these financial statements that give a true and fair view of
the financial position, financial performance and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the accounting standards specified
under section 133 of the Act. This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding of the assets of the Company
and for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and prudent;
and design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial statement that give a true and fair view
and are free from material misstatement, whether due to fraud or error.

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72
In preparing the financial statements, the Board of Directors is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the Board of Directors either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting
process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with SAs will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
 Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Companies Act, 2013, we are also responsible for expressing our opinion on whether the
company has adequate internal financial controls system in place and the operating
effectiveness of such controls
 Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.

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73
  Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Company to cease to continue as a going concern.
 Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits
of such communication.

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74
 Report on Other Legal and Regulatory Requirements

(1) The Companies (Auditors Report) Order 2020 (‘the Order’) issued by the Central Government
of India in terms of sub-section (11) of section 143 of the Companies Act, 2013 (‘the Act), we
give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the
Order.
(2) (A) As required by Sec 143(3) of the Act, we report that:
(a) We have obtained all the information and explanations, which to the best of our knowledge
and belief were necessary for the purpose of our audit.
(b) In our opinion, proper books of accounts as required by law have been kept by the Company
as far as it appears from our examination of those books.
(c) The standalone financial statements dealt with by this report are in agreement with the books
of accounts.
(d) In our opinion, the aforesaid standalone financial statements comply with the accounting
standards specified under section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.
(e) On the basis of written representation received from the directors, as on 31 st March, 2025
and taken on record by the Board of Directors, we report that none of the directors are
disqualified as on 31st March, 2025 from being appointed as a director in terms of section
164(2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate report in
“Annexure B”.
(g) With respect to other matter to be included in the Auditors’ Report under Section 197(16) of
the Act, as amended, in our opinion and to the best of our information and according to the
explanations given to us, the remuneration paid by the company to its directors during the
year is in accordance with the provisions of section 197 of the Act.
(h) With respect to the other matters to be included in the Auditor’s Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best
of our information and according to the explanations given to us;
(i) The Company does not have any pending litigations which would impact its financial
position.

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75
 (ii) The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.
(iii) The Company does not have any amounts required to be transferred to the Investor
Education and Protection Fund.
(iv) (a) The management has represented that, to the best of its knowledge and belief, no funds
have been advanced or loaned or invested (either from borrowed funds or share
premium or any other sources or kind of funds) by the Company to or in any other
persons or entities, including foreign entities (“Intermediaries”), with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall:
 directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or
 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iv) (b) The management has represented, that, to the best of its knowledge and belief, no funds
have been received by the company from any persons or entities, including foreign
entities (“Funding Parties”), with the understanding, whether recorded in writing or
otherwise, that the company shall:
 whether, directly or indirectly, lend or invest in other persons or entities identified
in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding
Party or
 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
and

(iv) (c) Based on audit procedures which we considered reasonable and appropriate in the
circumstances, nothing has come to their notice that has caused us to believe that the
representations under sub-clause a and b contain any material mis-statement.
(v) The company has not declared or paid any dividend during the year. Hence this
clause is not applicable.

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76
 (vi) Based on our examination, which included test checks, the Company has used
accounting softwares for maintaining its books of account for the financial year ended
March 31, 2025 which has a feature of recording audit trail (edit log) facility and the
same has operated throughout the year for all relevant transactions recorded in the
softwares. Further, during the course of our audit we did not come across any instance
of audit trail feature being tampered with.

For Banthia Damani & Associates

Chartered Accountants
Firm Reg. No.: 126132W

Place: Nagpur
Date: 27th May, 2025
UDIN: 25042804BMLYDN5429 (Rajeev Damani)
Partner
M. N.: 42804

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77
 “Annexure A” to the Independent Auditors’ Report on the Standalone Financial
Statements of Micropro Software Solutions Limited
(formerly known as Micropro Software Solutions Private Limited)
for the year ended 31st March 2025
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section
of our report of even date)
1. Property, plant and equipment & Intangible assets
(a)
(1) According to the information and explanations given to us, the Company has
maintained proper records showing full particulars, including quantitative details
and situation of Property, plant and equipment. However, they have not been
produced for verification.
(2) According to the information and explanations given to us, the Company has
maintained proper records showing full particulars of intangible assets. However,
they have not been produced for verification.

(b) According to the information and explanation given to us, the Company has
conducted physical verification exercise of Property, Plant and Equipment during
the current year. However, in absence of verification records, we are unable to
comment on any material discrepancies.

(c) According to the information and explanations given to us and on the basis of
examination of the records of the Company, title deeds of immovable properties of
the Company disclosed in the standalone financial statements are held in the name
of the Company.

(d) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Company has not revalued its
Property, plant and equipment (including Right-of-use assets) or Intangible assets or
both during the year.

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78
 (e) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, there are no proceedings initiated or
pending against the Company for holding any benami property under the Prohibition
of Benami Property Transactions Act, 1988 and rules made thereunder.
2.
(a) The inventory of the Company has been physically verified by the management at
the end of the year. The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of the Company
and nature of its business. As explained, the discrepancies noticed on such physical
verification between the stock and the book stocks, wherever ascertained, were not
more than 10% or more in aggregate of each class of inventory, and have been
properly dealt in the books of accounts.
(b) The Company has not been sanctioned working capital limits in excess of five crore
rupees, in aggregate, at any points of time during the year, from banks or financial
institutions on the basis of security of current assets and hence reporting under clause
3(ii)(b) of the Order is not applicable.
3. According to the information and explanations given to us, the Company has made
investments in 1 wholly owned subsidiary and granted loans to Companies and other parties,
in respect of which the requisite information is as below:
(a) According to the information and explanation given to us and on the basis of
examination of the records of the company, the details of guarantees, Investment,
loans and advances in the nature of loans provided by the Company to other parties,
are given herewith in a tabular form, as under:
(Rs. in lacs)
Advances
Particulars Guarantees Investment Loans in nature
of loans
Aggregate amount
granted/provided during the
year
- Subsidiary - 72.42 - 16.67

- Joint Venture - - - -

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79
 - Associate - - - -

- Others - - 596.75 -
Balance outstanding as at
Balance Sheet date
- Subsidiary - 72.42 - 16.67

- Joint Venture - - - -

- Associate - - - -

- Others - - 496.31 -
The Company has not provided security to any entity nor has it given any guarantee
for any entity during the year.
(b) According to the information and explanations given to us and in our opinion the
investments made and the terms and conditions of the grant of unsecured loans are
prima facie, not prejudicial to the interest of the Company.
(c) According to the information and explanations given to us and in our opinion, in
respect of the aforesaid loans to other parties, the schedule of repayment of principal
and payment of interest has been stipulated and the parties are repaying the principal
amounts, as stipulated, and are also regular in payment of interest as applicable
except one party (company) who has not paid interest on due date.
Amount
Date of Extent Remarks,
Name of the Entity (Rs. in Due date if any
payment of delay
lacs)
AISL Technologies 182 -
2.72 30/09/2024 -
Pvt Ltd days

Further, the Company has given interest free advance in the nature of loan to its
100% owned subsidiary, Microsync Information Technology Co. LLC, for which
the schedule of repayment is not stipulated.
(d) According to the information and explanations given to us and in our opinion, the
overdue amounts of repayment of loans and advances in the nature of loans are as
follows:

Annual Report 2024-25

80
 (Rs in lacs)
Principal Remarks, if
Interest
No. of cases amount Total overdue any
overdue
overdue
1 - 2.72 2.72 -

We have been informed that the company is making correspondence with the
defaulting party for recovery of interest which is overdue.
(e) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, there is no loan granted falling due
during the year, which has been renewed or extended. Further, the company has not
granted any fresh loans, to settle the overdues of existing loans, to same parties.
Further, the Company has given advances in the nature of loans to 100% owned
subsidiary which is repayable on demand.
(f) According to information and explanations given to us and on the basis of our
examination of the records of the Company, during the year, the Company has
granted advance in the nature of loans to 100% owned subsidiary, repayable on
demand or without specifying any terms or period of repayment.
(Rs. in lacs)

All Related
Promoters Parties
Parties
Aggregate amount of loans/
advances in nature of loans
16.67 - 16.67
- Repayable on demand (A)
- Agreement does not specify - - -
any terms of repayment (B)
16.67 - 16.67
Total (A + B)
Percentage of loans/advances in 100% - 100%
nature of loans to the total loans

4. According to the information and explanations given to us and on the basis of our
examination of records of the Company, the Company has not provided any guarantee or
security, as specified under Sections 185 and 186 of the Act. In respect of Investment made

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81
 and the loans given by the Company, in our opinion, the provisions of Sections 185 and 186
of the Act have been complied with.
5. The Company has not accepted any deposit or amounts which are deemed to be deposits.
Hence, reporting under clause 3(v) of the Order is not applicable.
6. As per information and explanations given to us, the Central Government has not specified
the maintenance of cost records under sub-section (1) of section 148 of the Act, for the
business of the Company.
7. Undisputed and disputed taxes and duties :
(a) Undisputed statutory dues including Provident Fund, Income Tax, Goods and
Services Tax, Sales Tax, Excise Duty, Cess has generally been regularly deposited
with the appropriate authorities. According to the information & explanation given
to us, no undisputed amounts payable in respect of the above were in arrears as at 31 st
March 2025 for a period of more than six months from the date they became payable.
(b) According to the information & explanations given to us, details of statutory dues
referred to in sub clause (a) above which have not been deposited on account of
disputes as on March 31, 2025 are given below:
Period to Forum Remarks
Name of Nature Amount
which the where the
the of (Rs.in
amount dispute is
Statute dues lacs)
relates pending

Application
filed for
Interest
waiver U/s
GST & 4.66 FY 2018-19 -
128 A
Penalty
before
DCST

8. The Company has not surrendered or disclosed any transactions, previously unrecorded as
income in the books of account, in the tax assessments under the Income-tax Act, 1961 as
income during the year.

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82
9.
(a) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Company has not defaulted in
repayment of loans or other borrowings or in the payment of interest thereon to any
lender.
(b) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Company has not been declared a
wilful defaulter by any bank or financial institution or government or government
authority.
(c) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Company has not obtained any term
loans during the year. Hence reporting under clause 3(ix)(c) of the Order is not
applicable.
(d) According to the information and explanations given to us and on an overall
examination of the financial statements of the Company, funds raised on short term
basis were, prima facie, not utilised for long term purposes.
(e) According to the information and explanations given to us and on an overall
examination of the financial statements of the Company, we report that the Company
has not taken any funds from any entity or person on account of or to meet the
obligations of its subsidiaries as defined under the Companies Act, 2013.
(f) According to the information and explanations given to us and procedures performed
by us, we report that the Company has not raised loans during the year on the pledge
of securities held in its subsidiaries as defined under the Companies Act, 2013.
10.
(a) The Company has not raised any moneys by way of initial public offer or further
public offer (including debt instruments) during the year. Accordingly, clause 3(x)(a)
of the Order is not applicable.
(b) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Company has not made any
preferential allotment or private placement of shares or fully or partly convertible
debentures during the year. Accordingly, clause 3(x)(b) of the Order is not applicable.

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83
11.
(a) During the course of our examination of the books and records of the Company,
carried out in accordance with the generally accepted auditing practices in India, and
according to the information and explanations given to us, we have neither come
across any instance of material fraud by the Company or on the Company, noticed or
reported during the year, nor have we been informed of any such case by the
Management.
(b) According to the information and explanations given to us, no report under sub-
section (12) of Section 143 of the Companies Act, 2013 has been filed by the auditors
in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors)
Rules, 2014 with the Central Government.
(c) During the year, no whistleblower complaints were received by the Company.
Accordingly, clause 3(xi)(c) of the Order is not applicable.
12. According to the information and explanations given to us, the Company is not a
Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable.
13. According to the information and explanations given to us and the records examined by us,
all transactions with the related parties are in compliance with Section 177 and 188 of the
Act and the details have been disclosed in the standalone financial statements as required
by the applicable Accounting Standards.
14.
(a) Based on the information and explanations provided to us and our audit procedures,
in our opinion, the Company has an internal audit system commensurate with the size
and nature of its business.
(b) We have considered the internal audit reports of the Company issued till date for the
period under audit.
15. In our opinion, the Company has not entered into any non-cash transactions with the
directors or persons covered under section 192 of the Act.
16.
(a) The Company is not required to be registered under section 45-IA of the Reserve
Bank of India Act, 1934 Accordingly, clause 3(xvi)(a) of the Order is not applicable.

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84
 (b) The Company is not required to be registered under section 45-IA of the Reserve
Bank of India Act, 1934 Accordingly, clause 3(xvi)(b) of the Order is not applicable.
(c) The Company is not a Core Investment Company (CIC) as defined in the regulations
made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not
applicable.
(d) According to the information and explanations provided to us during the course of
audit, the Group does not have any CIC. Accordingly, the requirements of clause
3(xvi)(d) are not applicable.
17. The Company has not incurred cash losses in the current and in the immediately preceding
financial year.
18. There has been no resignation of the statutory auditors during the year. Accordingly, clause
3(xviii) of the Order is not applicable.
19. According to the information and explanations given to us and on the basis of the financial
ratios, ageing and expected dates of realization of financial assets and payment of financial
liabilities, other information accompanying the financial statements, our knowledge of the
Board of Directors and management plans and based on our examination of the evidence
supporting the assumptions, nothing has come to our attention, which causes us to believe
that any material uncertainty exists as on the date of the audit report that the Company is
not capable of meeting its liabilities existing at the date of balance sheet as and when they
fall due within a period of one year from the balance sheet date. We, however, state that
this is not an assurance as to the future viability of the Company. We further state that our
reporting is based on the facts up to the date of the audit report and we neither give any
guarantee nor any assurance that all liabilities falling due within a period of one year from
the balance sheet date, will get discharged by the Company as and when they fall due.

20. In our opinion and according to the information and explanations given to us, there is no
unspent amount towards Corporate Social Responsibility (CSR) on other than ongoing
projects requiring transfer to a Fund specified in Schedule VII to the Companies Act,2013
in compliance with second proviso to sub-section (5) of Section 135 of the Companies Act,
2013. Accordingly, reporting under clauses 3(xx)(a) and 3(xx)(b) of the Order are not
applicable.

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85
21. In respect of the subsidiary company included in the consolidated financial statements,
reporting under the Companies (Auditor’s Report) Order (CARO) is not applicable as it is
a foreign company incorporated in United Arab Emirates. Accordingly, reporting under
clause 3(xxi) of the Order is not applicable to the Company.

For Banthia Damani & Associates

Chartered Accountants
Firm Reg. No. 126132W

Place: Nagpur
Date: 27th May, 2025
UDIN: 25042804BMLYDN5429 (Rajeev Damani)
Partner
M. N. 42804

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86
 “Annexure B” to the Independent Auditors’ Report to the Share Holders of
Micropro Software Solutions Limited
(formerly known as Micropro Software Solutions Private Limited)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of
the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Micropro Software
Solutions Limited (“the Company”) (formerly known as Micropro Software Solutions Private
Limited) as of 31st March, 2025 in conjunction with our audit of the standalone financial
statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial
controls based on the internal control over financial reporting criteria established by the
Company considering the essential components of internal control stated in the Guidance Note
on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of
Chartered Accountants of India (ICAI). These responsibilities include the design,
implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct of its business, including adherence
to company’s policies, the safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records, and the timely preparation
of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over
financial reporting based on our audit. We conducted our audit in accordance with the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the

“Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed
under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of
internal financial controls, both applicable to an audit of Internal Financial Controls and, both
issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance
Note require that we comply with ethical requirements and plan and perform the audit to obtain

Annual Report 2024-25

87
reasonable assurance about whether adequate internal financial controls over financial
reporting was established and maintained and if such controls operated effectively in all
material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the
internal financial controls system over financial reporting and their operating effectiveness.
Our audit of internal financial controls over financial reporting included obtaining an
understanding of internal financial controls over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion on the Company’s internal financial controls system over financial
reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting
principles. A company's internal financial control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with
authorisations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorised acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.

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88
Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting,
including the possibility of collusion or improper management override of controls, material
misstatements due to error or fraud may occur and not be detected. Also, projections of any
evaluation of the internal financial controls over financial reporting to future periods are
subject to the risk that the internal financial control over financial reporting may become
inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.

Opinion

In our opinion, and to the best of our information and according to the explanations given to
us, the Company has, in all material respects, an adequate internal financial controls system
over financial reporting and such internal financial controls over financial reporting were
operating effectively as at 31st March 2025, based on the internal control over financial
reporting criteria established by the Company considering the essential components of internal
control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants of India.

For Banthia Damani & Associates

Chartered Accountants
Firm Reg. No. 126132W

Place: Nagpur
Date: 27th May, 2025
UDIN: 25042804BMLYDN5429 (Rajeev Damani)
Partner
M. N. 42804

Annual Report 2024-25

89
 MICROPRO SOFTWARE SOLUTIONS LIMITED, NAGPUR
CIN: L72200MH1996PLC102385
Standalone Balance Sheet as at 31st March, 2025
(Amount in Lacs)
Particulars Notes As at 31.03.2025 As at 31.03.2024
EQUITY AND LIABILITIES
Shareholders' Funds
Share Capital 1 1,429.94 1,429.94
Reserves and surplus 2 3,210.84 3,315.53

4,640.78 4,745.47
Non-Current Liabilities
Long-term borrowings - -
Deferred tax liabilities (Net) 4 29.15 46.15
Long-term provisions 5 33.38 29.68
62.53 75.83
Current Liabilities
Short-term borrowings 6 - 392.00
Trade payables 7
- dues of MSMEs 4.53 5.20
- dues of other than MSMEs 325.16 70.50
Other current liabilities 8 200.44 128.07
Short-term provisions 9 - 110.00
530.13 705.77
TOTAL 5,233.44 5,527.07
ASSETS
Non-Current Assets
Property, Plant & Equipment and Intangible assets 10
(i) Property, Plant & Equipment 998.73 1,097.44
(ii) Intangible assets 189.99 73.22
(iii) Intangible assets under development 326.62 -
Non-current Investments 11 109.42 37.00
Other non-current assets 12 311.17 46.21
1,935.93 1,253.87
Current Assets
Inventories 13 31.31 70.38
Trade receivables 14 1,316.20 1,515.66
Cash and bank balance 15 1,304.36 2,276.20
Short-term loans and advances 16 644.24 405.52
Other current assets 17 1.40 5.45
3,297.51 4,273.21
TOTAL 5,233.44 5,527.07
Significant Accounting Policies 25
The accompanying notes are an integral part of the financial statements.
In terms of our report of even date attached
For Banthia Damani & Associates For Micropro Software Solutions Limited
Chartered Accountants
ICAI Firm Reg.no.0126132W (Sanjay Mokashi) (Meher Pophali)
Managing Director Wholetime Director
Rajeev Damani DIN: 01568141 DIN: 01568099
Partner
M.No.42804 (Sulabh Singh Parihar) (Sunil Chaudhari)
UDIN: 225042804BMLYDN5429 Company Secretary Chief Financial Officer
Place: Nagpur M.No. : 46803 PAN : AAIPC2264Q
Date: 27th May, 2025
Annual Report 2024-25
90
 MICROPRO SOFTWARE SOLUTIONS LIMITED, NAGPUR
CIN: L72200MH1996PLC102385
Standalone Profit & Loss account for the year ended 31.03.2025
(Amount in Lacs)
Notes Year ended Year ended
Particulars
31.03.2025 31.03.2024
INCOME
Revenue from operations 18 2,032.58 2,148.25
Other Income 19 176.25 80.06
Total Revenue 2,208.83 2,228.31
EXPENSES
Purchases of Stock-in-Trade 377.92 228.73
Purchases of Services 519.77 202.99

Changes in Inventories of Stock-in-trade 20 39.07 (7.10)

Employee benefits expense 21 926.22 832.69
Finance costs 22 30.27 70.49
Depreciation and amortisation expense 10 204.71 90.51
Other expenses 23 228.65 365.63
Total Expenses 2,326.61 1,783.93
Profit before exceptional item & tax (117.78) 444.38

Profit/ (Loss) before tax (117.78) 444.38

Tax expenses
-Current tax - 110.00
-Deferred tax (17.00) 17.47
- Income tax (earlier years)(Net) 3.91 6.04

(13.09) 133.51

Profit/(Loss) for the year (104.69) 310.87

Adjusted earnings per equity share

Basic & Diluted (in Rs.) 24 (0.73) 2.61
Significant Accounting Policies 25
The accompanying notes are an integral part of the financial statements.
In terms of our report of even date attached
For Banthia Damani & Associates For Micropro Software Solutions Limited
Chartered Accountants
ICAI Firm Reg.no.0126132W (Sanjay Mokashi) (Meher Pophali)
Managing Director Wholetime Director
Rajeev Damani DIN: 01568141 DIN: 01568099
Partner
M.No.42804 (Sulabh Singh Parihar) (Sunil Chaudhari)
UDIN: 225042804BMLYDN5429 Company Secretary Chief Financial Officer
Place: Nagpur M.No. : 46803 PAN : AAIPC2264Q
Date: 27th May, 2025

Annual Report 2024-25

91
 MICROPRO SOFTWARE SOLUTIONS LIMITED, NAGPUR
CIN: L72200MH1996PLC102385
Standalone Cash Flow Statements for the year ended on 31.03.2025
(Amount in Lacs)
Year ended 31st Year ended 31st
Particulars
March, 2025 March, 2024

A. CASH FLOW FROM OPERATING ACTIVITIES:

Net Profit before tax (117.78) 444.38
Adjustment for:-
Depreciation and Amortisation Expense 204.71 90.51
Finance Costs 30.27 70.49
Interest Income (112.60) (70.28)
Provision for Gratuity 3.69 (3.72)
Share issue Expenses - (464.31)
Income Tax (Earlier Year) (3.91) (6.04)
Operating Profit before Working Capital Changes 4.38 61.03
Adjustment for:-
Trade & Other Assets (300.18) (430.47)
Inventories 39.07 (7.10)
Trade Payables & Other Liabilities 326.37 (106.92)
Direct Taxes Paid (110.00) (230.70)
CASH USED IN OPERATING ACTIVITIES (A) (40.36) (714.16)
B. CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of PPE & Intangible Assets (549.39) (423.83)
Change in Non Current Investment (72.43) -
Interest Income 112.60 70.28
NET CASH USED IN INVESTING ACTIVITIES (B) (509.22) (353.55)
C. CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from preferential & IPO share issue - 3,251.52
Proceeds from / (Repayment) of Borrowing (392.00) (5.97)
Interest & Finance Charges Paid (30.27) (70.49)
CASH FLOW FROM FINANCING ACTIVITIES (C) (422.27) 3,175.06
Net Increase in Cash and Cash Equivalents (A+B+C) (971.85) 2,107.35
Opening Balance of Cash and Cash Equivalents 2,276.21 168.86
Closing Balance of Cash and Cash Equivalents 1,304.36 2,276.21
In terms of our report of even date attached
For Banthia Damani & Associates For Micropro Software Solutions Limited
Chartered Accountants
ICAI Firm Reg.no.0126132W (Sanjay Mokashi) (Meher Pophali)
Managing Director Wholetime Director
Rajeev Damani DIN: 01568141 DIN: 01568099
Partner
M.No.42804 (Sulabh Singh Parihar) (Sunil Chaudhari)
UDIN: 225042804BMLYDN5429 Company Secretary Chief Financial Officer
Place: Nagpur M.No. : 46803 PAN : AAIPC2264Q
Date: 27th May, 2025

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92
MICROPRO SOFTWARE SOLUTIONS LIMITED, NAGPUR
Notes to the financial statements for the year ended 31.03.2025:
1) SHARE CAPITAL:
(Amount in Lacs)
As at 31.03.2025 As at 31.03.2024
Number Amount Number Amount

Equity Shares of Rs.10/- each 15,000,000 1,500.00 15,000,000 1,500.00

Equity Shares of Rs.100/- each - - - -
Issued, Subscribed & Paid up
Equity Shares of Rs.10/- each 14,299,400 1,429.94 14,299,400 1,429.94
Equity Shares of Rs.100/- each - - - -
Total Share Capital - 1,429.94 - 25.00

1.1 The reconciliation of the number of shares and amount outstanding at the beginning and end of the
reporting period:

As at 31.03.2025 As at 31.03.2024
Number Amount Number Amount

(i) Equity Shares of Rs.100/- each

Equity shares outstanding at the beginning of the - - 25,000 25.00
period
Less: Splitting of 1 share of Rs.100/- each to 10 shares (25,000) (25)
of Rs.10/- each
Equity shares outstanding at the end of the period - - - -
(ii) Equity Shares of Rs.10/- each
Equity shares outstanding at the beginning of the 14,299,400 1,429.94 - -
period - - 250,000 25.00
Add: Splitting of 1 share of Rs.100/- each to 10 shares - - 10,000,000 1,000.00
of Rs.10/- each - - 259,000 25.90
Add: Bonus issue (ratio of 40:1) - - 3,790,400 379.04
Add: Private placement offer
Add: Initial Public Offer
Equity shares outstanding at the end of the period 14,299,400 1,429.94 - -
1.2 The details of shareholders holding more than 5% shares:
Name As at 31.03.2025 As at 31.03.2024
No. of shares % held No. of shares % held
Swati Rajurkar (Promoter) 1,619,500 11.33% 1,619,500 11.33%
Meenakshee Mokashi (Promoter) 1,578,500 11.04% 1,578,500 11.04%
Hitesh Parikh (Promoter) 1,496,500 10.47% 1,496,500 10.47%
Meher Pophali 1,291,500 9.03% 1,291,500 9.03%
Manish Peshkar 1,148,000 8.03% 1,148,000 8.03%
Srinivas C. Sabbineni 1,148,000 8.03% 1,148,000 8.03%
Shefali Parikh (Promoter) 738,000 5.16% 738,000 5.16%
Sanjay Mokashi(Promoter) 656,000 4.59% 656,000 4.59%
Prashant Rajurkar (Promoter) 574,000 4.01% 574,000 4.01%

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93
 1.3 The Company has only one class of equity shares having face value of Rs. 10 per share. Each holder
of equity shares is entitled to one vote per share and carries identical right as to dividend. These shares
are not subject to any restrictions.

1.4 In last 5 years, 1,00,00,000 Bonus shares in the ratio of 40:1 of FV Rs.10/- each were allotted on 16
June, 2023. There was no buy back or issue of shares other than for cash consideration.

1.5 Details of shares held by Promoters:

Name As at 31.03.2025 As at 31.03.2024 % change

No. of shares % held No. of % held during the
shares period
- Equity shares of Rs.10/ each
Swati Rajurkar 1,619,500 11.33% 1,619,500 11.33% -
Meenakshee Mokashi 1,578,500 11.04% 1,578,500 11.04% -
Hitesh Parikh 1,496,500 10.47% 1,496,500 10.47% -
Shefali Parikh 738,000 5.16% 738,000 5.16% -
Sanjay Mokashi 656,000 4.59% 656,000 4.59% -
Prashant Rajurkar 574,000 4.01% 574,000 4.01% -

2) RESERVES AND SURPLUS:

(Amount in Lacs)
As at As at
31.03.2025 31.03.2024
Securities Premium
As per last financial statements 2,382.27 -
Add: Received during the year pursuant to Initial Public Offer - 2,846.58
Less: Share Issue Expenses netted of against the above - (464.31)
(Refer note 3 below)
Total (A) 2,382.27 2,382.27
General Reserve
As per last financial statements 933.26 1,622.37
Less: Provision for gratuity being revalued as per acturial valuation -
Less: Issue of Bonus Shares - (1,000.00)
Add: Balance transferred from surplus balance in the statement of profit &
(104.69) 310.87
loss
Total (B) 828.57 933.26
Surplus in the statement of profit and loss :
Balance as per last financial statements - -
Add: Profit/ (loss) for the period (104.69) 310.87
Closing Balance (104.69) 310.87
Less: Appropriations - -
Transfer to general reserve 104.69 (310.87)
Net surplus in the statement of profit and loss (C) - -
Total (A+B+C) 3,210.84 3,315.53

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94
3) The Company completed the Initial Public Offer (‘IPO’) of its equity shares during the financial year ended
March 2024 and listed its shares on National Stock Exchange Emerge Platform on November 10th, 2023.
Pursuant to the IPO, the Company has allotted 37,90,400 fresh equity shares ofRs.10/- each to public at a
premium of Rs.71/- per equity share. The total share premium arising on IPO amounting to Rs.2846.58
lakhs has been accounted under securities premium reserve and the IPO related expenses amounting to
Rs.464.31 lakhs has been adjusted against the premium amount as above.

4) DEFERRED TAX LIABILITY (Net):

(Amount in Lacs)

As at 31.03.2025 As at 31.03.2024
Deferred tax liabilities/( Assets):
Related to Fixed Assets 29.15 46.15
Total 29.15 46.15

5) LONG TERM PROVISIONS:

As at 31.03.2025 As at 31.03.2024
Provision for Gratuity 33.38 29.68
Total 33.38 29.68

6) SHORT TERM BORROWINGS:

As at 31.03.2025 As at 31.03.2024
Working capital facilities from banks :
Overdraft (secured)* - 392.00

Total - 392.00

* Overdraft facility is primarily secured by a hypothecation charge on current and movable fixed
assets of the company. It is further secured by a registered mortgage of office buildings owned by the
company and personal guarantee of all the directors.

7) TRADE PAYABLES:
As at 31.03.2025 As at 31.03.2024
Undisputed dues of MSMEs 4.53 5.20
Undisputed dues of other than MSMEs 325.16 70.50
Total 329.69 75.70

8) OTHER CURRENT LIABILITIES:

As at 31.03.2025 As at 31.03.2024
Advance from customers 12.98 4.56
Statutory remittances 67.78 56.21
Other liabilities 119.68 67.30
Total 200.44 128.07

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9) SHORT TERM PROVISIONS:
(Amount in Lacs)

As at 31.03.2025 As at 31.03.2024
Provision for income tax - 110.00
Total - 110.00

11) NON CURRENT INVESTMENTS:

As at
As at 31.03.2025
31.03.2024
Non-trade Investments (at cost)
Investment in unquoted equity instruments
i) Micropark Logistics Private Limited 37.00 37.00
(37000 Equity Shares of face value Rs. 100/- fully paid up)
(Previous year 37000 Equity Shares of face value Rs. 100/-fully paid up)

ii) Microsync Information Technology Co. LLC 72.42 -

(1000 Equity Shares of face value AED 300 (Rs.7242/-) fully paid up)
(Previous year NIL Equity Shares of face value Rs. NIL fully paid up)
(Extent of holding- 100%)

TOTAL 109.42 37.00

12) OTHER NON CURRENT ASSETS:

As at 31.03.2025 As at 31.03.2024

Capital advances 185.91 18.91

Prepaid Expenses 42.95 -
Earnest money, Security & other deposits 21.45 23.26
Fixed Deposits (with maturity period of more than 12 months) (with
Interest accrued) 60.86 4.04
(security against Bank Guarantee, and overdraft)
Total 311.17 46.21

13) INVENTORIES:
(As taken, valued and certified by the management)
As at 31.03.2025 As at 31.03.2024
Stock-in-trade :
Hardware 1.31 23.20
Software - 14.18
Work In Progress - Software Development 30.00 33.00
Total 31.31 70.38

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Annual Report 2024-25
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14) TRADE RECEIVABLES
(Amount in Lacs)
As at 31.03.2025 As at 31.03.2024
Unsecured and considered good * 1,316.20 1,515.66
Total 1,316.20 1,515.66

For ageing schedule of trade receivables, please see note 48 (d).

* See Note 42 & 43

15) CASH AND BANK BALANCES:

As at 31.03.2025 As at 31.03.2024
Cash and cash equivalents
Balance with Banks
On current accounts 299.55 274.68
Cash on hand 5.37 4.36
Other bank balances
Fixed Deposits (with original maturity period of more than 3 months
but less than 12 months)(with interest accrued) 737.75 1,952.36
Fixed Deposits (with remaining maturity less than 12 months) (with
interest accrued) 261.69 44.80
Total 1,304.36 2,276.20

16) SHORT TERM LOANS AND ADVANCES:

As at 31.03.2025 As at 31.03.2024
TDS & Advance Income tax 46.01 108.00
Prepaid expenses 4.85 56.09
Advance to staff 1.35 0.44
Advance to suppliers 3.46 2.08
Inter Company Deposit (ICD) 496.31 121.71
Deposit to NSE - 30.70
Unbilled Revenue 75.60 -
Advances recoverable in cash or in kind * 16.67 86.50
Total 644.24 405.52
* Advance given to 100 % foreign subsidiary company

17) OTHER CURRENT ASSETS:

As at 31.03.2025 As at 31.03.2024
VAT receivable 1.40 1.63
GST refund receivable - 3.82
Total 1.40 5.45

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18) Revenue from operations:
(Amount in Lacs)
2024-25 2023-24
Sale of products
Software 184.51 240.66
Hardware 353.84 189.36
538.35 430.02
Sale of services
Software Development 376.91 234.19
Maintenance & Support services 1,112.97 1,480.80
1,489.88 1,714.99
Other Operating Revenue
Commission 4.35 3.24
4.35 3.24
Revenue from operations (Net) 2,032.58 2,148.25

19) Other Income:

2024-25 2023-24
Interest
- on fixed deposits with bank 112.60 70.28
- on ICD 45.52 1.77
- on Income Tax refund 0.82 -
Foreign exchange gain 17.31 8.01
Total 176.25 80.06

20) Changes in Inventories of Stock-in-trade:

2024-25 2023-24
A. Opening stock (Traded Goods)
Hardware 23.20 33.27
Software 14.18 30.00
Total (A) 37.38 63.27
B. Closing stock (Traded Goods)
Hardware 1.31 23.20
Software - 14.18
Total (B) 1.31 37.38
C. Opening stock (Work in Progress)
Software development (Work In progress) 33.00 -
D. Closing stock (Work in Progress)
Software development (Work In progress) 30.00 33.00
Total (C-D) 3.00 (33.00)
C. (Increase) / Decrease in stock (A - B+C-D) 39.07 (7.10)

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21) Employee benefits expenses:
(Amount in Lacs)

2024-25 2023-24
Salary, Bonus & Allowances 689.70 596.89
Contribution to Provident and other Fund 30.43 28.39
Workman & Staff Welfare 10.41 11.73
Director's Remuneration 195.68 195.68
Total 926.22 832.69

22) Finance costs

2024-25 2023-24
Interest
- to banks on Term Loan facilities - 24.42
- to banks on working capital facilities 27.86 11.01
- on delayed payment of Income tax / TDS 0.12 0.60
- on delayed payment of GST - 0.44
Bank commission & charges 2.29 15.38
Loss on foreign currency transactions / translation - 18.64
Total 30.27 70.49

23) Other Expenses:

2024-25 2023-24
Operational Expenses :
Operation and Maintenance charges 35.47 42.28
Internet and training expenses 3.67 3.84
Administrative Expenses :
Rent 14.84 18.95
Rates & Taxes 4.39 3.58
Electricity 16.81 13.04
Telephone Expenses 4.65 5.73
Printing and Stationery 0.84 0.49
Conveyance 2.51 4.51
Fee and Subscription 1.57 1.27
Insurance 23.32 22.34
Repairs & maintenance : - Computers / Machinery
- Office Premises and Other 17.49 30.53
Security Charges 3.36 2.49
Internal Audit fee 1.00 0.60
Legal & Professional Expenses 23.93 30.64
Payment to Auditors 5.14 4.02
Travelling Expenses 16.33 19.40
Guest house Expenses 0.58 1.82

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 Office and Other Misc. Expenses 19.24 21.42
Advertisement & Business Promotion 0.66 10.26
Commission on sales 8.66 92.98
Donation 0.59 1.37
Bad debt written off 23.62 21.31
Other - 12.76
Total 228.65 365.63

24) Earnings per share:

2024-25 2023-24
Net profit for the period (Rs. in lacs) (104.69) 310.87
Weighted average number of shares (restated) 14,299,400 11,933,432
Nominal value of each share (Rs.) 10.00 10.00
Adjusted Basic and diluted earning per share (Rs. per
share) (0.73) 2.61

Calculation of Weighted average number of shares for EPS

2024-25 2023-24
Opening number of shares for the period 14,299,400 25,000
Add: Shares issued due to stock spilt (re-stated for previous year) - 225,000
Add: Bonus shares (re-stated for previous year) - 10,000,000
Add: Private placement of shares on 10/07/2023(259000 shares * 265/365) - 188,041
Add: IPO issue on 08/11/2023 (3790400 shares *144/365) - 1,495,391
Weighted average number of shares 14,299,400 11,933,432

25) Significant accounting policies

(For the year ended on 31/03/2025)
A. Corporate Information :

Micropro Software Solutions Limited (“the Company”) is domiciled and incorporated in India under the
provisions of the Companies Act, 1956 and its shares are listed on the SME platform of the National Stock
Exchange of India Limited i.e. NSE EMERGE. The registered office and the principal place of business of
the Company is situated at Plot No. 28, 702, Wing A, 7th Floor, IT Park, Gayatri Nagar, Nagpur – 440022,
Maharashtra, India.

The Company is engaged in the business of Software development, Technical Services, IT Solutions,
designs, develops, standardizes and customizes software solutions across various industries verticals.The
financial statements of the Company for the year ended 31stMarch, 2025 were approved and adopted by
Board of Directors in their meeting dated 27th May, 2025.

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B. Summary of Significant Accounting Policies :

i) Basis of preparation and presentation of financial statements

a) Accounting policies not specifically referred to otherwise are consistent and in consonance
with generally accepted accounting principles & mandatory accounting standards issued
by the Institute of Chartered Accountants of India and notified under the Companies
(Accounting Standards) Rules, 2006.
b) The financial statements are prepared in accordance with the relevant presentation
requirement of the Companies Act, 2013, under the historical convention on the basis of
going concern. The company generally follows mercantile system of accounting and
recognizes significant items of income and expenditure on accrual basis. However where
the amount is immaterial/negligible and/or establishment of accrual/determination of
amount is not possible, no entries are made for accruals.
c) The Financial Statements are presented in Indian Rupees rounded to the nearest lakhs with
two decimals. The amount below the round off norm adopted by the Company is denoted
as Rs.0.00 lakhs.

ii) Use of Estimates

The presentation of financial statements requires estimates and assumptions to be made that
affect the reported amount of assets and liabilities on the date of the financial statements and
the reported amount of revenues and expenses during the reporting period. Difference between
the actual results and the estimates are recognized in the period in which the results are known
/ materialized.

iii) Property, Plant & Equipment and Intangible Assets

Property, Plant & Equipment have been stated at actual cost less accumulated depreciation and
impairment, if any. Actual cost is including of freight, duties, taxes and other expenses.

Intangible Assets are recorded at the consideration paid for acquisition or development of such
assets and are carried at cost less accumulated amortization and impairment, if any.

iv) Depreciation and Amortization

Depreciation on tangible and Amortization on intangible assets has been provided for on
straight line basis as per the useful life prescribed in Schedule II to the Companies Act, 2013.
Depreciation & amortization on additions during the year is being provided on pro-rata basis
from the month of acquisition.

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 v) Inventories
The stock in trade is valued at lower of cost and net realizable value.

vi) Operating Lease

Lease expenses are recognized as an expense in the profit and loss account.

vii) Foreign Currency Translation

Initial Recognition
A foreign currency transaction is any transaction that is denominated in or needs to settle in
any foreign currency. Such foreign currency transactions are recorded, on initial recognition
in reporting currency, by applying the exchange rate between the foreign currency and the
reporting currency to the foreign currency amount at the date of the transaction.
Reporting at Subsequent Balance Sheet Dates
All foreign currency monetary items are reported at the closing rate. Non-monetary items that
are carried in terms of historical cost denominated in a foreign currency are reported using the
exchange rate at the date of the transaction. Non-monetary items that are carried at the fair
value or similar valuation denominated in the foreign currency are reported at the exchange
rates prevailing when such values were determined.
Exchange differences arising on settlement or translation of monetary items are recognized in
the Statement of Profit and Loss.

viii) Revenue Recognition

Revenue is recognised when the significant risk and rewards of ownership of the goods have
passed to the buyer. Service Income is recognized as per contractual terms.

ix) Investments
Investments that are readily realizable and intended to be held for not more than a year are
classified as current investments. All other investments are classified as non-current
investments. Non-current investments are carried at cost. However, provision for diminution is
made to recognize a decline, if any, other than temporary, in the carrying value of the
investment.

x) Retirement Benefits
a) Provident Fund: The Company’s contribution to the recognized provident fund paid /
payable during the year is debited to the profit and loss account.

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103
 b) Gratuity: The liability recognised in the statement of financial position for defined benefit
plans is the present value of the defined benefit obligation (DBO) at the reporting date less
the fair value of plan assets. The Company estimates the DBO annually with the assistance
of independent actuaries. This is based on standard rates of inflation, salary growth rate
and mortality. Discount factors are determined close to each year-end by reference to high
quality corporate bonds that are denominated in the currency in which the benefits will be
paid and that have terms to maturity approximating the terms of the related gratuity
liability.
Service cost on the Company’s defined benefit plan is included in employee benefits
expense. Actuarial gains and losses resulting from measurements of the net defined benefit
liability are also included in profit and loss statement.

c) Short Term Employee Benefits: Employee benefits of short term nature are recognized
as expenses as and when it accrues. The Company does not follow practice of providing
leave encashment to its employees.

xi) Taxes on Income:

a) The current tax is determined as per the provisions of the Income Tax Act.

b) Deferred income tax is recognized on timing differences, between taxable income and
accounting income which originate in one period and are capable of reversal in one or more
subsequent periods. The tax effect is calculated on the accumulated timing differences at
the year-end based on tax rates and laws, enacted or substantially enacted as of the balance
sheet date.

c) Minimum Alternate Tax (MAT) credit is recognized as an asset only when and to the extent
there is convincing evidence that the company will pay normal income tax during the
specified period. In the year in which the MAT credit becomes eligible to be recognized as
an asset in accordance with the recommendations contained in guidance note issued by the
Institute of Chartered Accountants of India, the said asset is created by way of a credit to
the Profit and Loss Account and shown as MAT Credit entitlement.

xii) Impaired Asset:

Factors giving rise to any indication of any impairment of the carrying amount of the
company’s assets are appraised at each balance sheet date to determine and provide / revert an
impairment loss following accounting standard AS-28 on “Impairment of Assets” issued by
Institute of Chartered Accountants of India.

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 xiv) Cash flow statement
Cash flow statement are reported using the indirect method, whereby profit / (loss) before extra-
ordinary items / exceptional items and tax is adjusted for the effects of transactions of non-cash
nature and any deferrals or accruals of past or future operating cash receipts or payments and
items of income or expenses associated with investing or financing cash flows. The cash flow
from operating, investing and financing activities of the Company are segregated based on
available information.

xv) Segment reporting

The company has two reportable business segments: IT related services & Trading of IT
hardware and software. The primary and secondary segmental financial information is shown
in Note no.48.

xvi) Provisions, Contingent liabilities and Contingent Assets:

Provisions involving substantial degree of estimation in measurement are recognized when
there is present obligation as a result of past event and it is probable that there will be an outflow
of resources. Contingent liabilities are not recognized but are disclosed in the notes. Contingent
assets are neither recognized nor disclosed in the financial statements.

26) Contingent Liabilities:-

a) Letter of credit and Bank Guarantees outstanding: Rs.89.59 lacs (Pre.Yr. 109.05lacs).
b) GST department has raised a demand of Interest & penalty for Rs.4.66 lacs for FY 2018-19
(previous year Rs.4.66 lacs) against which the Company has filed an application for waiver under
new section 128A of CGST Act (Amnesty Scheme) before DCST.
c) Estimated amount of contracts remaining to be executed on capital account and not provided for is
Rs. 432 lacs.
27) Initial Public Offer:-

During the previous year, the company voluntarily got itself converted from a ‘Private Limited
Company’ to ‘Public Limited Company’ vide its certificate of Incorporation consequent to
conversion dated 16thJune, 2023 issued by Ministry of Corporate Affairs, India. The Company's
shares were listed with National Stock Exchange of India Limited (NSE) EMERGE Platform
consequent to a public offer of shares by the Company. During the previous year, the Company
came out with its maiden ‘Initial Public Offering’ (IPO) of 37,90,400 Equity shares of face value
of Rs.10/- each at a price of Rs.81/- per equity share aggregating to Rs.30,70,22,400/- . The public
issue was open for subscription from 03/11/2023 till 07/11/2023. The Company got listed on

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 10/11/2023 on the National Stock Exchange of India Limited (NSE) Emerge Platform. The details
of the Net Proceeds are set forth below:
(Rs. in lacs)

Particulars Projected Actuals

Gross Proceeds of the Issue 3070.22 3070.22
Less : Issue Related Expenses 450.88 450.88
2619.34 2619.34

28) Balances of Trade receivables, Trade payables, Loans & advances, Long & current liabilities and Current
& non-current assets are required to be confirmed / reconciled. The balances are therefore as per books of
accounts only. Consequential effects /adjustment, presently unascertainable, will be provided as and when
confirmed.

29) In the opinion of the Management and to the best of their knowledge and belief, the value on realisation of
loans & advances and other current assets in the ordinary course of business will not be less than the amount
at which they are stated in the Balance Sheet.

30) In the opinion of the board, the provision for depreciation and all known liabilities is adequate and not in
excess of the amount reasonably necessary.

31) Remuneration paid during the year to whole time Directors: Rs.195.68 lacs (Pre. Year: Rs.195.68 lacs).

32) In view of the management, no impairment loss on its property, plant & equipment / cash generating units
is considered necessary at this stage, as its expected recoverable value is more than its carrying value.

33) The statement of profit and loss includes the items which belong to prior periods:
Nil (Pre year : 12 Lacs)
34) Payment to Auditors:
As Auditor,
 Audit : : Rs.3.00 lacs (P.Y. Rs. 2.75 lacs)
 Tax Audit : Rs.0.60 lacs (P.Y. Rs. 0.50 lacs)
 Certification work : Rs.0.79 lacs (P.Y. Rs. 0.34 lacs)
 Limited Review : Rs.0.75 lacs (P.Y. Rs. 0.43 lacs)
35) Foreign currency expenses and earnings
(Rs. in lacs)
Foreign Currency Expenses FY 2024-25 FY 2023-24
- Professional & consultation fees -- 4.35
- Interest -- 23.69
- Legal expenses 2.71 7.84
- Other matters 52.09 139.14
Total 54.80 175.02
Foreign Currency Earnings FY 2024-25 FY 2023-24
- Export of goods calculated on FOB basis - -

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106
 - Royalty, know-how, professional and consultation
16.70 95.36
fees
- Interest and dividend - -
- Other income - -
Total 34.01 95.36

36) GST credit receivable / availed are treated as an asset with relevant expenses being accounted net of such
credit and the same is reduced to the extent of their utilizations.

37) During the previous year, vehicle purchased and considered as an asset by the Company is registered in the
name of one of the Directors. This vehicle is being used by the Company for business purpose.

38) During the year, the Company has undertaken a review of all property, plant and equipment & Intangible
assets and in the opinion of management, there is no impairment of assets as on balance sheet date and no
provision for impairment is required to be recognized for the year.

39) Besides debit / credit in previous year adjustment account, amounts related to previous years arisen &
settled during the year have been debited / credited to the respective heads of accounts.

40) The Employee’s Gratuity Fund Scheme is managed by LIC. The present value of obligation is determined
based on actuarial valuation using projected unit credit method. The following tables set out the funded
status of the gratuity plan recognised as per the company’s financials at 31.03.2025.
(Rs. in lacs)

Particulars Current
Previous Year
Year
Changes of opening and closing balances of defined benefit
1)
obligation
- Present Value of Obligations as at beginning of year 47.15 41.63
- Interest Cost 3.30 3.00
- Current Service Cost 0.76 2.43
- Benefit Paid 0.00 (0.52)
- Actuarial (gain) / Loss on obligation 0.68 0.61
- Present Value of Obligations as at end of year 51.89 47.15
Changes in opening and closing balances of fair value of plan
2)
assets
- Fair value of plan assets at beginning of year 17.47 8.23
- Expected return on plan assets 1.22 0.59
- Contribution 0.00 9.07
- Benefit paid 0.00 (0.52)
- Actuarial Gain / (Loss) on Plan Assets (0.18) 0.10

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 Particulars Current
Previous Year
Year
- Fair Value of plan assets at the end of year 18.51 17.47
3) Reconciliation of Fair value of assets and obligations
- Present value of obligations as at the end of year 51.89 47.15
- Fair value of plan assets as at the end of the year (18.51) (17.47)
- Net (Assets) / Liability recognized in the Balance Sheet 33.38 29.68
4) Expenses Recognized in statement of Profit & Loss
- Current Service Cost 0.76 2.43
- Interest Cost 3.30 3.00
- Expected return on plan assets (1.22) (0.59)
- Net Actuarial (Gain) / Loss recognized 0.85 0.51
- Expenses Recognized in statement of Profit & Loss 3.69 5.35
Assumptions

Particulars Current Year Previous Year

Discount Rate 6.50% 7%
Salary Growth Rate 10.00% 10%
Expected Rate of Return 6.50% 7%
Normal Retirement Age 58 years 58 years
Average Future Service 24.71 years 23.69 years

Mortality Rates: 100% Indian Assured Lives Mortality 2012-2014

Sample Rates per annum of Indian Assured Lives Mortality
Age (in years) Current Year Previous Year
20 0.092% 0.092%
30 0.098% 0.098%
40 0.168% 0.168%
50 0.444% 0.444%
60 1.116% 1.116%

Investment Details
Composition of Plan Assets
Particulars Current Year Previous Year
Equities - -
Bonds - -
Insurance policies 100% 100%
Total 100% 100%

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41) Disclosures required under Micro, Small and Medium Enterprise Development Act 2006

On the basis of confirmation obtained from the suppliers who are registered themselves under the
Micro, Small and Medium Enterprise Development Act, 2006 (MSMED Act, 2006), details are as
below:
(Rs. in lacs)
As at As at
Particulars
31/03/2025 31/03/2024
a. The principal amount remaining unpaid to any supplier at the end
4.53 5.20
of the year
b. Interest due remaining unpaid to any supplier at the end of the year - -

c. The amount of interest paid by the buyer in terms of section 16,

along with the amount of the payment made to the supplier beyond - -
the appointed day during each accounting year
d. The amount of interest due and payable for the period of delay in
- -
making payment
e. The amount of interest accrued and remaining unpaid at the end of
- -
each accounting year
f. The amount of further interest remaining due and payable even in
the succeeding years, until such date when the interest dues as
- -
above are actually paid to the small enterprise, for the purpose of
disallowance as a deductible expenditure under section 23
Total 4.53 5.20

42) Trade receivable includes outstanding amount of Rs.250.97 lacs from Microsync Information Technology
Co LLC. , a 100 percent subsidiary company acquired during the year.

43) Trade receivable includes old outstanding amount of Rs.293.17 lacs from Sidilega Private Hospital,
Botswana. The company has sent a legal notice to the party through an advocate for recovery of the amount.
The management believes that amount is recoverable and good; hence no provision has been made in the
books of accounts.

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44) Related Party Disclosures:

a) List of Related Parties & Relationship

Sr
Name of Party Relationship

i) Microsync Information Technology Co. LLC Subsidiary Company

ii) Micropark Logistics Private Limited Directors are interested

iii) Microdata Simulation Solutions FZCO Directors are interested

Key Management Personnel

i) Mr. Sanjay Mokashi Managing Director

ii) Mr. Manish Peshkar Whole-Time Director

iii) Mr. Meher Pophali Whole-Time Director

iv) Mrs. Anuja Bissa Independent Director

v) Mr. Parag Deshpande Independent Director

vi) Mr. Sandeep Agrawal Independent Director

vii) Mrs. Meenakshi Mokashi Spouse of Director

viii) Mrs. Varsha Pophali Spouse of Director

ix) Mrs. Kshipra Peshkar Spouse of Director

x) Mr. Sunil Chaudhari Chief Financial Officer

xii) Mr. Sulabh Singh Parihar Company Secretary

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b) Transactions with related parties
(Rs. in lacs)

FY 2024-
Sr Name of Party Nature of Transaction FY 2023-24
25

(i) Mr. Sanjay Mokashi Director’s Remuneration 66.58 66.58

Insurance Premium paid

(ii) Mr. Sanjay Mokashi 3.09 3.09
(Employer-Employee Scheme)

(iii) Mr. Sanjay Mokashi Health Plan Insurance 2.07 2.07

(iv) Mr. Meher Pophali Director’s Remuneration 64.55 64.55

Insurance Premium paid

(v) Mr. Meher Pophali 3.07 3.07
(Employer-Employee Scheme)

(vi) Mr. Meher Pophali Health Plan Insurance 1.82 1.82

(vii) Mr. Manish Peshkar Director’s Remuneration 64.55 64.55

Insurance Premium paid

(viii) Mr. Manish Peshkar 3.07 3.07
(Employer-Employee Scheme)

(ix) Mr. Manish Peshkar Health Plan Insurance 1.65 1.65

(x) Mrs. Meenakshi Mokashi Salary 9.52 9.52

(xi) Mrs. Varsha Pophali Salary 7.94 7.94

(xii) Mrs. Kshipra Peshkar Salary 7.94 7.94

Micropark Logistics
(xiii) Private Limited Sales 3.39 43.92

Microsync Information
(xiv) Loans & Advances 16.67 -
Technology Co. LLC

Microsync Information
(xv) Investment in Shares 72.42 -
Technology Co. LLC

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111
 c) Outstanding balances with related parties
(Rs. in lacs)

As at As at
Nature of outstanding balance Name of related party
31/03/2025 31/03/2024
Director’s remuneration payable Mr. Sanjay Mokashi 9.58 8.96

Director’s remuneration payable Mr. Meher Pophali 7.84 7.37

Director’s remuneration payable Mr. Manish Peshkar 10.22 8.15

Salary payable Mrs. Meenakshi Mokashi 0.52 0.54

Salary payable Mrs. Varsha Pophali 0.54 0.56

Salary payable Mrs. Kshipra Peshkar 0.58 0.44

Micropark Logistics Private
Trade receivables 5.38 41.09
Limited
Microdata Simulations
Trade receivables 0.00 3.94
Solutions FZCO
Microsync Information
Loans & Advances 16.67 -
Technology Co. LLC
Microsync Information
Trade receivables 255.94 250.96
Technology Co. LLC

45) The amount of borrowing cost capitalized during the year is NIL (Pre.Yr. NIL).
46) CSR Expenditure: (as certified by management)
(Rs. in lacs)

FY 2024-25 FY 2023-24
i) Gross amount required to be spent during the year NIL 9.23
ii) Gross amount spent during the year NIL 10.00

47) SEGMENT REPORTING

Primary Segment Information based on business segments

The company has 2 primary reportable business segments: IT related services & Trading of IT
hardware and software. The segmental financial information is as follows:
(Rs. in Lacs)

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112
 Year ended 31st March, 2025 Year ended 31st March, 2024
Particulars
IT Services Trading Total IT Services Trading Total

REVENUE
Total Revenue 1,580.63 451.95 2,032.58 1,847.88 300.37 2,148.25
Less : Inter Segment
- - - - - -
Revenue

Net Revenue 1,580.63 451.95 2,032.58 1,847.88 300.37 2,148.25

RESULTS
Profit / (Loss) before tax &
340.53 52.13 392.66 844.40 59.47 903.87
Interest
Less: Interest & charges - - (30.27) - - (70.49)

Less: Unallocated
- - (656.43) - - (461.06)
expenditure
Add: Unallocated income - - 176.26 - - 72.05

Total Profit before tax - - (117.78) - - 444.38

Provision of Tax:
- Current - - - - - (110.00)
- Deferred - - 17.00 - - (17.47)
- Income tax
- - (3.91) - - (6.04)
(earlier years)

Profit/(Loss) for the year - - (104.69) - - 310.87

Other Information:
Assets 2,416.44 54.86 2,471.30 2,126.07 63.94 2,190.01
Unallocated Asset - - 2,762.14 - - 3,337.06

Liabilities 373.91 119.79 493.70 133.39 37.76 171.15

Unallocated Liabilities - - 98.95 - - 610.46

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113
 Year ended 31st March, 2025 Year ended 31st March, 2024
Particulars
IT Services Trading Total IT Services Trading Total

Capital Employed 2,042.53 (64.93) 1,992.69 26.18

(Segmental Assets -
Segmental Liabilities)

Capital Expenditure 202.82 - 202.82 369.40 - 369.40

Unallocated Capital
- - 19.95 - - 54.43
Expenditure

Depreciation &
137.51 - 137.51 27.46 - 27.46
Amortisation
Unallocated Depreciation &
- - 67.20 - - 63.06
Amortisation

Secondary Segment Information based on geographical segments

Break-up of Revenue from Operations (Rs. in lacs)

Particulars FY 2024-25 FY 2023-24
Revenue from Indian Operations
- Domestic sales 2006.34 2052.89
- Exports 16.73 16.58
Revenue from Overseas Operations
- UAE 9.51 78.78
TOTAL 2032.58 2148.25

Information about geographical segments for the year ended March 31, 2025
Overseas
India Total
(UAE)
For the year 2024-25
Segment assets 5038.76 194.68 5233.44
Additions in Property, Plant & Equipment:
-Tangible assets 41.76 1.01 42.77
-Intangible assets 180.00 - 180.00
For the year 2023-24
Segment assets 5262.76 264.31 5527.07
Additions in Property, Plant & Equipment:

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114
 Information about geographical segments for the year ended March 31, 2025
Overseas
India Total
(UAE)
-Tangible assets 347.67 - 347.67
-Intangible assets 76.16 - 76.16

48) Additional regulatory information as required under Companies Act 2013

(a) Title deeds of immovable property
All the title deeds of immovable properties are held in the name of the Company.
(b) i. Capital Work-in-Progress Ageing Schedule : Nil
ii. Intangible Assets under Development Ageing Schedule
(Rs. in lacs)

Particulars Amount in Intangible Assets under development for Total

a period of
Less than 1 1-2 years 2-3 years More than
year 3 years
For FY 2024-25
Projects in progress 326.62 - - - 326.62

For FY 2023-24
- - - - -
Projects in progress

(c) Trade Payables Ageing Schedule

(Rs. in lacs)
Outstanding for following periods
Particulars Less than 1-2 2-3 More than
Total
1 year years years 3 years
For the year ending 31/03/2025
(i) MSME 4.53 - - - 4.53
(ii) Others 323.06 0.58 1.03 0.50 325.17
(iii) Disputed dues- MSME - - - - -
(iv) Disputed dues- Others - - - - -
For the year ending 31/03/2024
(v) MSME 5.20 - - - 5.20
(vi) Others 69.20 0.81 0.50 - 70.50
(vii) Disputed dues- MSME - - - - -
(viii) Disputed dues- Others - - - - -

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(d) Trade Receivables Ageing Schedule

(Rs. in lacs)
Outstanding for following periods

Particulars More
Less than 6 months-1 1-2 2-3
than 3 Total
6 months year years years
years
For the year ending
31/03/2025
(i) Undisputed trade
receivables- considered
631.69 9.33 353.97 2.11 25.93 1023.03
good

(ii) Undisputed trade

receivables- considered
- - - - - -
doubtful

(iii) Disputed trade receivables-

considered good
- - 293.17 - - 293.17

(iv) Disputed trade receivables-

considered doubtful
- - - - - -

For the year ending

31/03/2024
(v) Undisputed trade
receivables- considered
1070.43 65.07 342.64 21.43 16.08 1515.66
good

(vi) Undisputed trade

receivables- considered
- - - - - -
doubtful

(vii) Disputed trade receivables-

considered good
- - - - - -

(viii) Disputed trade

receivables- considered
- - - - - -
doubtful

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116
 (e) Key Financial Ratios
FY
S. FY Variance Reason for Variance
Ratio Numerator Denominator 2024-
No. 2023-24 in % if more than 25%
25
Current Current Current
1 6.22 6.05 2.81%
Ratio Assets Liabilities

Debt-
Shareholders'
2 Equity Total Debt 0.00 0.08 -100% Debt repaid fully
Funds
Ratio

Earnings for
Debt Service =
Debt debt service
Interest +
Service = Profit after Due to loss incurred
3 Principal 4.30 6.69 -35.70%
Coverage tax + during the year.
repayments of
Ratio Depreciation
term loans
+ Interest

Return on Average
Profit after - Due to loss incurred
4 Equity Shareholders' -0.02 0.10
tax 122.31% during the year.
Ratio Funds

Net Sales
Inventory (excl.
Average Inventory decreased
5 Turnover commission 18.00 9.94 81.10
Inventory substantially
Ratio and support
services)

Trade
Receivables Average Trade
6 Net Sales 1.44 1.57 8.57% -
Turnover Receivables
Ratio

Trade
Payables Net Average Trade
7 4.43 4.98 11.07% -
Turnover Purchases Payables
Ratio

Working Capital
= Current Assets
Net Capital - Current
8 Turnover Net Sales Liabilities (excl. 0.73 0.60 22.41% -
Ratio current
maturities of
long term debt)

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117
 FY
S. FY Variance Reason for Variance
Ratio Numerator Denominator 2024-
No. 2023-24 in % if more than 25%
25
There is loss as
Net Profit Profit before
9 Net Sales -0.06 0.21 -128% compared to profit in
Ratio tax
the previous year.

Earning Capital
Return on There is loss as
before Employed = Net
10 Capital -0.02 0.10 -118.8% compared to profit in
interest and worth + Total
Employed the previous year..
tax debt

There is loss as
compared to profit in
the previous year &
Return on Profit before Average Total
11 -0.02 0.11 -299% Average Total Assets
Investment tax Assets
have increased as
compared to previous
year.

Note: Explanations have been provided for any change in the ratio by more than 25% as compared to 31
March 2024

(f) Benami Property

The Company did not have any Benami property, where any proceeding has been initiated or
pending against the Company for holding any Benami property.

(g) Borrowings secured against current assets

The Statement of current assets filed by the Company with banks are in agreement with the books
of accounts and there are no material deviations.
(h) Willful Defaulter
The Company had not been declared a willful defaulter by any bank or financial institution or other
lender (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the
guidelines on willful defaulters issued by the Reserve Bank of India.
(i) Relationship with Stuck off Companies
The Company did not have any transactions with Companies struck off under Section 248 of
Companies Act, 2013 or Section 560 of Companies Act, 1956 considering the information available
with the Company.

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118
 (j) Utilisation of borrowed funds
i. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies),
including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
i.i. Directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
i.ii. Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
ii. The Company has not received any fund from any person(s) or entity(ies), including foreign
entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that
the Company shall:
ii.i. Directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
ii.ii.Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
(k) Details of Crypto Currency or Virtual Currency
The Company did not trade or invest in Crypto Currency or virtual currency during the financial
year. Hence disclosure relating to it is not applicable.

(l) Undisclosed Income

The Company do not have any transaction which are not recorded in the books of accounts that has
been surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961
during any of the years.
(m) Valuation of Property, Plant & Equipment, intangible assets and investment property
The Company has not revalued its property, plant and equipment (including Right of Use Assets)
or intangible assets or both during the current or previous year.

(n) Loans to related parties and others

The Company had not granted any loans or advances in the nature of loans to promoters, directors,
KMP's and the related parties (as defined under Companies Act, 2013), except to 100 % owned
foreign subsidiary, either severally or jointly with any other person that:
i. Are repayable on demand
ii. Without specifying any terms or period of repayment

(o) The Company does not have any charges or satisfaction which is yet to be registered with Registrar
of Companies (ROC) beyond the statutory period.

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119
 (p) Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under the Companies Act, 2013.
49) Events occurring after the Balance Sheet date
No adjusting or significant non-adjusting events have occurred between 31 March 2025 and the date
of authorisation of these standalone financial statements.
50) Previous year’s figures have been regrouped / rearranged wherever necessary to make them comparable
with this year’s figures.

In terms of our report of even date attached

For Banthia Damani & Associates For Micropro Software Solutions Limited
Chartered Accountants
ICAI Firm Reg.no.0126132W (Sanjay Mokashi) (Meher Pophali)
Managing Director Wholetime Director
Rajeev Damani DIN: 01568141 DIN: 01568099
Partner
M.No.42804 (Sulabh Singh Parihar) (Sunil Chaudhari)
UDIN: 225042804BMLYDN5429 Company Secretary Chief Financial Officer
Place: Nagpur M.No. : 46803 PAN : AAIPC2264Q
Date: 27th May, 2025

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120
 INDEPENDENT AUDITOR’S REPORT

To,
The Members of Micropro Software Solutions Limited
(formerly known as Micropro Software Solutions Private Limited)
Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the accompanying Consolidated Financial Statements of Micropro Software

Solutions Limited (“the Holding Company”) and its subsidiaries (the Holding Company and its
subsidiaries referred to as ‘the Group’), which comprise the Consolidated Balance Sheet as at
March 31, 2025, and the Consolidated Statement of Profit and Loss, and the Consolidated
Statement of Cash Flows for the year then ended, and notes to the Consolidated Financial
Statements, including a summary of significant accounting policies and other explanatory
information based on the relevant records (hereinafter referred to as ‘the Consolidated Financial
Statements’).

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by the Companies Act, 2013 (‘Act’)
in the manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31, 2025, its
consolidated loss and its consolidated cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further
described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
section of our report. We are independent of the Group in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of India together with the ethical requirements
that are relevant to our audit of the financial statements under the provisions of the Act and the
rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the code of ethics.
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121
We believe that the audit evidence we have obtained and the audit evidence obtained by other
auditors in terms of their reports referred to in Other Matters paragraph below is sufficient and
appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the consolidated financial statements of the current period. These matters were
addressed in the context of our audit of the consolidated financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matter to be communicated
in our report.

Key Audit Matters How audit addressed the key audit matter

2) Revenue Recognition: Our audit procedures include the following:

The Group receives its revenue primarily from
 Obtained an understanding, evaluated
sale of services.
the design and tested the controls over
the process of capturing, processing and
recording of information related to sale
We identified recognition of revenue from
of services;
sale of services as a key audit matter as it is
 Assessed the appropriateness of the
one of the key performance indicators of the
Group's accounting policy for recording
Group and because of the potential risk that
of revenue from sale of services in line
revenue transactions may not be recognised in
with requirements of applicable
the appropriate period.
accounting standards;
 Tested the policies on sample basis
where revenue from sale of services was
recorded close to year end and
subsequent to period end and evaluated
that these were recorded in the
appropriate accounting period; and
 Tested a sample of journal entries
posted throughout the year to revenue
accounts that met specific criteria to
identify unusual or irregular items.

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122
Information other than the consolidated financial statements and auditors’ report thereon

The Holding Company’s Board of Directors is responsible for the preparation of the other
information. The other information comprises the information included in the Annual Report, but
does not include the consolidated financial statements and our auditor’s report thereon.

Our opinion on the Consolidated Financial Statements does not cover the other information and
we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially
inconsistent with the consolidated financial statements or our knowledge obtained during the
course of our audit or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the consolidated
Financial Statements

The Holding Company’s Board of Directors is responsible for the matters stated in section 134(5)
of the Act with respect to the preparation of these consolidated financial statements that give a true
and fair view of the consolidated financial position, consolidated financial performance and
consolidated cash flows of the Group in accordance with the accounting principles generally
accepted in India, including the accounting standards specified under section 133 of the Act. The
respective Board of Directors of the companies included in the Group are responsible for
maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Group and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from material misstatement, whether

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123
due to fraud or error, which have been used for the purpose of the consolidated financial statements
by the Directors of the Holding Company.

In preparing the consolidated financial statements, the respective Board of Directors of the
companies included in the Group are responsible for assessing the Group’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the management either intends to liquidate the Group or to
cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group are also responsible for
overseeing the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these consolidated financial
statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
 Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Companies Act, 2013, we are also responsible for expressing our opinion on whether the

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124
 Holding Company has adequate internal financial controls system in place and the
operating effectiveness of such controls.
 Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
 Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the
consolidated financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease to
continue as a going concern.
 Evaluate the overall presentation, structure and content of the consolidated financial
statements, including the disclosures, and whether the consolidated financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.

 Obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business activities within the Group to express an opinion on the consolidated
financial statements. We are responsible for the direction, supervision and performance of
the audit of the financial statements of such entities included in the consolidated financial
statements of which we are the independent auditors. For the other entities included in the
consolidated financial statements, which have been audited by other auditors, such other
auditors remain responsible for the direction, supervision and performance of the audits
carried out by them. We remain solely responsible for our audit opinion

We communicate with those charged with governance of the Holding Company and such other
entities included in the consolidated financial statements of which we are independent auditors
regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all

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125
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the consolidated financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditor’s report
unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

Other Matter

We did not audit the financial statements of the subsidiary whose financial statements reflect total
assets of Rs.286.43 lacs and net assets of Rs.-21.44 lacs as at 31st March 2025, total revenue of
Rs.279.33 lacs, net loss of Rs.80.05 lacs and net cash outflows amounting to Rs.34.12 lacs for the
year ended on that date, as considered in the consolidated financial statements. These financial
statements have been audited by other auditors whose reports have been furnished to us by the
Management, and our opinion on the consolidated financial statements insofar as it relates to the
amounts and disclosures included in respect of this subsidiary and our report in terms of sub-
sections (3) and (11) of section 143 of the Act insofar as it relates to the aforesaid subsidiary is
based solely on the reports of the other auditors.

The subsidiary is located outside India whose financial statements and other financial information
have been prepared in accordance with accounting principles generally accepted in their country
and which have been audited by other auditors under generally accepted auditing standards
applicable in their country. The Holding Company‘s management has converted the financial
statements of the subsidiary located outside India from accounting principles generally accepted
in their country to accounting principles generally accepted in India. We have audited these
conversion adjustments made by the Holding Company‘s management. Our opinion in so far as it
relates to the balances and affairs of such subsidiary located outside India is based on the report of
other auditors and the conversion adjustments prepared by the management of the Holding
Company and audited by us.

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126
 Our opinion on the consolidated financial statements and our Report on Other Legal and
Regulatory Requirements below, is not modified in respect of the above matter with respect to our
reliance on the work done and the reports of the other auditors and the financial statements and
other financial information certified by the Management.

Report on Other Legal and Regulatory Requirements

(1) With respect to the matters specified in clause (xxi) of paragraph 3 and paragraph 4 of the
Companies (Auditor's Report) order, 2020 ("CARO"/ "the order") issued by the Central
Government in terms of Section 143(11) of the Act, based on the CARO reports issued by us for
the Holding Company and the subsidiaries included in the consolidated financial statements of
the Company, to which reporting under CARO is applicable, we report that there are no
qualifications or adverse remarks in these CARO reports.
(2) (A) As required by Sec 143(3) of the Act, we report that:
(i) We have obtained all the information and explanations, which to the best of our knowledge
and belief were necessary for the purpose of our audit.
(j) In our opinion, proper books of accounts as required by law have been kept by the Group as
far as it appears from our examination of those books.
(k) The consolidated financial statements dealt with by this report are in agreement with the
books of accounts.
(l) In our opinion, the aforesaid consolidated financial statements comply with the accounting
standards specified under section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.
(m) On the basis of written representation received from the directors, as on 31 st March, 2025
and taken on record by the Board of Directors, we report that none of the directors are
disqualified as on 31st March, 2025 from being appointed as a director in terms of section
164(2) of the Act.
(n) With respect to the adequacy of the internal financial controls with reference to consolidated
financial statements of the Group and the operating effectiveness of such controls, refer to
our separate report in “Annexure A”. Our report expresses an unmodified opinion on the
adequacy and operating effectiveness of the internal financial controls with reference to
consolidated financial statements.

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127
(o) With respect to other matter to be included in the Auditors’ Report under Section 197(16) of
the Act, as amended, in our opinion and to the best of our information and according to the
explanations given to us, the remuneration paid by the Holding Company to its directors
during the year is in accordance with the provisions of section 197 of the Act.
(p) With respect to the other matters to be included in the Auditor’s Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best
of our information and according to the explanations given to us;
(iv) The Group does not have any pending litigations which would impact consolidated
financial position of the Group
(v) The Group did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.
(vi) The Group does not have any amounts required to be transferred to the Investor
Education and Protection Fund.
(iv) (d) The management has represented that, to the best of its knowledge and belief, no funds
have been advanced or loaned or invested (either from borrowed funds or share
premium or any other sources or kind of funds) by the Holding Company to or in any
other persons or entities, including foreign entities (“Intermediaries”), with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall:
 directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or
 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(iv) (e) The management has represented, that, to the best of its knowledge and belief, no funds
have been received by the Holding Company from any persons or entities, including
foreign entities (“Funding Parties”), with the understanding, whether recorded in
writing or otherwise, that the Holding Company shall:
 whether, directly or indirectly, lend or invest in other persons or entities identified
in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding
Party or
 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
and

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128
(iv) (f) Based on audit procedures which we considered reasonable and appropriate in the
circumstances, nothing has come to their notice that has caused us to believe that the
representations under sub-clause a and b contain any material mis-statement.
(vii) The company has not declared or paid any dividend during the year. Hence this
clause is not applicable.
(viii) Based on our examination, which included test checks, the Company has used
accounting softwares for maintaining its books of account for the financial year ended
March 31, 2025 which has a feature of recording audit trail (edit log) facility and the
same has operated throughout the year for all relevant transactions recorded in the
softwares. Further, during the course of our audit we did not come across any instance
of audit trail feature being tampered with.
For Banthia Damani & Associates
Chartered Accountants
Firm Reg. No.: 126132W

Place: Nagpur
Date: 27th May, 2025
UDIN: 25042804BMLYDQ8466 (Rajeev Damani)
Partner
M. N.: 42804

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129
 “Annexure A” to the Independent Auditors’ Report to the Share Holders of
Micropro Software Solutions Limited
(formerly known as Micropro Software Solutions Private Limited)
Report on the Internal Financial Controls with reference to Consolidated Financial Statements
under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated financial statements of Micropro Software
Solutions Ltd (“the Holding Company”) as of and for the year ended March 31, 2025, we
have audited the internal financial controls with reference to the consolidated financial
statements of the Holding Company and such companies incorporated in India under the
Companies Act, 2013 which are its subsidiary companies, as of that date.

Management’s Responsibility for Internal Financial Controls

The respective company’s management is responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria established by
the respective companies considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India (ICAI). These responsibilities include the design,
implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct of its business, including adherence
to respective company’s policies, the safeguarding of its assets, the prevention and detection
of frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the internal financial controls with reference to
consolidated financial statements based on our audit. We conducted our audit in accordance
with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the
“Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed
under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of

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130
internal financial controls with reference to consolidated financial statements. Those Standards
and the Guidance Note require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether adequate internal financial controls over
financial reporting were established and maintained and if such controls operated effectively
in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the
internal financial controls with reference to consolidated financial statements and their
operating effectiveness. Our audit of internal financial controls with reference to consolidated
financial statements includes obtaining an understanding of such internal financial controls,
assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. The procedures selected
depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the consolidated financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion on the internal financial controls with reference to consolidated
financial statements.

Meaning of Internal Financial Controls with reference to Consolidated Financial

Statements

A company's internal financial controls with reference to consolidated financial statements are
a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company's internal financial controls with
reference to consolidated financial statements includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures
of the company are being made only in accordance with authorisations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely

Annual Report 2024-25

131
detection of unauthorised acquisition, use, or disposition of the company's assets that could
have a material effect on the consolidated financial statements.

Inherent Limitations of Internal Financial Controls with reference to Consolidated

Financial Statements

Because of the inherent limitations of internal financial controls with reference to consolidated
financial statements, including the possibility of collusion or improper management override
of controls, material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls with reference to consolidated
financial statements to future periods are subject to the risk that the internal financial controls
with reference to consolidated financial statements may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, and to the best of our information and according to the explanations given to
us, the Holding Company and its subsidiary company, which are companies covered under the
Act, have in all material respects, reasonably adequate internal financial controls with
reference to consolidated financial statements and such controls were operating effectively as
at 31st March 2025, based on the internal control over financial reporting criteria established
by the Company considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India.

For Banthia Damani & Associates

Chartered Accountants
Firm Reg. No. 126132W
Place: Nagpur
Date: 27th May, 2025
UDIN: 25042804BMLYDQ8466 (Rajeev Damani)
Partner
M. N. 42804

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132
 MICROPRO SOFTWARE SOLUTIONS LIMITED, NAGPUR
CIN: L72200MH1996PLC102385
Consolidated Balance Sheet as at 31st March, 2025
(Amount in Lacs)
Particulars Notes As at 31.03.2025 As at 31.03.2024
EQUITY AND LIABILITIES
Shareholders' Funds
Share Capital 1 1,429.94 1,429.94
Reserves and surplus 2 3,128.08 3,315.53
4,558.02 4,745.47
Non-Current Liabilities
Deferred tax liabilities (Net) 4 29.15 46.15
Long-term provisions 5 33.38 29.68
62.53 75.83
Current Liabilities
Short-term borrowings 6 - 392.00
Trade payables 7
- dues of MSMEs 4.53 5.20
- dues of other than MSMEs 325.16 70.50
Other current liabilities 8 238.41 128.07
Short-term provisions 9 - 110.00
568.10 705.77
TOTAL 5,188.65 5,527.07
ASSETS
Non-Current Assets
Property, Plant & Equipment and Intangible assets 10
(i) Property, Plant & Equipment 1,008.65 1,097.44
(ii) Intangible assets 189.99 73.22
(iii) Intangible assets under development 326.62 -
Goodwill on consolidation 13.80 -
Non-current Investments 11 37.00 37.00
Other non-current assets 12 311.17 46.21
1,887.23 1,253.87
Current Assets
Inventories 13 31.31 70.38
Trade receivables 14 1,292.68 1,515.66
Cash and bank balance 15 1,330.16 2,276.20
Short-term loans and advances 16 645.87 405.52
Other current assets 17 1.40 5.45
3,301.42 4,273.20
TOTAL 5,188.65 5,527.07
Significant Accounting Policies 25
The accompanying notes are an integral part of the consolidated financial statements.
In terms of our report of even date attached
For Banthia Damani & Associates For Micropro Software Solutions Limited
Chartered Accountants
ICAI Firm Reg.no.0126132W (Sanjay Mokashi) (Meher Pophali)
Managing Director Wholetime Director
Rajeev Damani DIN: 01568141 DIN: 01568099
Partner
M.No.42804 (Sulabh Singh Parihar) (Sunil Chaudhari)
UDIN: 25042804BMLYDQ8466 Company Secretary Chief Financial Officer
Place: Nagpur M.No. : 46803 PAN : AAIPC2264Q
Date: 27th May, 2025

Annual Report 2024-25

133
 MICROPRO SOFTWARE SOLUTIONS LIMITED, NAGPUR
CIN: L72200MH1996PLC102385
Consolidated Profit & Loss Statement for the year ended 31.03.2025
(Amount in Lacs)
Notes Year ended Year ended
Particulars
31.03.2025 31.03.2024
INCOME
Revenue from operations 18 2,311.91 2,148.25
Other Income 19 176.25 80.06
Total Revenue 2,488.16 2,228.31
EXPENSES
Purchases of Stock-in-Trade 641.33 228.73
Purchases of Services 519.77 202.99
Changes in Inventories of Stock-in-trade 20 39.07 (7.10)
Employee benefits expense 21 943.32 832.69
Finance costs 22 30.45 70.49
Depreciation and amortisation expense 10 206.12 90.51
Other expenses 23 305.93 365.63
Total Expenses 2,685.99 1,783.93
Profit before exceptional item & tax (197.83) 444.38
Profit/ (Loss) before tax (197.83) 444.38
Tax expenses
-Current tax - 110.00
-Deferred tax (17.00) 17.47
- Income tax (earlier years)(Net) 3.91 6.04

(13.09) 133.51

Profit/(Loss) for the year (184.74) 310.87

Adjusted earnings per equity share
Basic & Diluted (in Rs.) 24 (1.29) 2.61
Significant Accounting Policies 25
The accompanying notes are an integral part of the consolidated financial statements.
In terms of our report of even date attached
For Banthia Damani & Associates For Micropro Software Solutions Limited
Chartered Accountants
ICAI Firm Reg.no.0126132W (Sanjay Mokashi) (Meher Pophali)
Managing Director Wholetime Director
Rajeev Damani DIN: 01568141 DIN: 01568099
Partner
M.No.42804 (Sulabh Singh Parihar) (Sunil Chaudhari)
UDIN: 25042804BMLYDQ8466 Company Secretary Chief Financial Officer
Place: Nagpur M.No. : 46803 PAN : AAIPC2264Q
Date: 27th May, 2025

Annual Report 2024-25

134
 MICROPRO SOFTWARE SOLUTIONS LIMITED, NAGPUR
CIN: L72200MH1996PLC102385
Consolidated Cash Flow Statement for the year ended on 31.03.2025
(Amount in Lacs)
Year ended 31st Year ended 31st
Particulars March, 2025 March, 2024

A. CASH FLOW FROM OPERATING ACTIVITIES:

Net Profit before tax (208.57) 444.38
Adjustment for:-
Depreciation and Amortisation Expense 206.12 90.51
Finance Costs 30.45 70.49
Interest Income (112.59) (70.28)
Provision for Gratuity 3.69 (3.72)
Share issue Expenses - (464.31)
Income Tax (Earlier Year) (3.91) (6.04)
Operating Profit before Working Capital Changes (84.81) 61.03
Adjustment for:-
Trade & Other Assets (280.52) (430.47)
Inventories 39.07 (7.10)
Trade Payables & Other Liabilities 373.30 (106.92)
Direct Taxes Paid (110.00) (230.70)
CASH USED IN OPERATING ACTIVITIES (A) (62.96) (714.16)
B. CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of PPE & Intangible Assets (560.72) (423.83)
Change in Non Current Investment (72.42) -
Cash flow on acquisition of subsidiary 59.91
Interest Income 112.59 70.28
NET CASH USED IN INVESTING ACTIVITIES (B) (460.64) (353.55)
C. CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from preferential & IPO share issue - 3,251.52
Proceeds from / (Repayment) of Borrowing (392.00) (5.97)
Interest & Finance Charges Paid (30.45) (70.49)
CASH FLOW FROM FINANCING ACTIVITIES (C) (422.45) 3,175.06
Net Increase in Cash and Cash Equivalents (A+B+C) (946.05) 2,107.35
Opening Balance of Cash and Cash Equivalents 2,276.21 168.86
Closing Balance of Cash and Cash Equivalents 1,330.16 2,276.21

In terms of our report of even date attached

For Banthia Damani & Associates For Micropro Software Solutions Limited
Chartered Accountants
ICAI Firm Reg.no.0126132W (Sanjay Mokashi) (Meher Pophali)
Managing Director Wholetime Director
Rajeev Damani DIN: 01568141 DIN: 01568099
Partner
M.No.42804 (Sulabh Singh Parihar) (Sunil Chaudhari)
UDIN: 25042804BMLYDQ8466 Company Secretary Chief Financial Officer
Place: Nagpur M.No. : 46803 PAN : AAIPC2264Q
Date: 27th May, 2025

Annual Report 2024-25

135
MICROPRO SOFTWARE SOLUTIONS LIMITED, NAGPUR
Notes to the consolidated financial statements for the year ended 31.03.2025:
1) SHARE CAPITAL:
(Amount in Lacs)
As at 31.03.2025 As at 31.03.2024
Number Amount Number Amount

Equity Shares of Rs.10/- each 15,000,000 1,500.00 15,000,000 1,500.00

Equity Shares of Rs.100/- each - - - -
Issued, Subscribed & Paid up
Equity Shares of Rs.10/- each 14,299,400 1,429.94 14,299,400 1,429.94
Equity Shares of Rs.100/- each - - - -
Total Share Capital - 1,429.94 - 25.00

1.1 The reconciliation of the number of shares and amount outstanding at the beginning and end of the
reporting period:

As at 31.03.2025 As at 31.03.2024
Number Amount Number Amount

(i) Equity Shares of Rs.100/- each

Equity shares outstanding at the beginning of the - - 25,000 25.00
period
Less: Splitting of 1 share of Rs.100/- each to 10 shares (25,000) (25)
of Rs.10/- each
Equity shares outstanding at the end of the period - - - -
(ii) Equity Shares of Rs.10/- each
Equity shares outstanding at the beginning of the 14,299,400 1,429.94 - -
period - - 250,000 25.00
Add: Splitting of 1 share of Rs.100/- each to 10 shares - - 10,000,000 1,000.00
of Rs.10/- each - - 259,000 25.90
Add: Bonus issue (ratio of 40:1) - - 3,790,400 379.04
Add: Private placement offer
Add: Initial Public Offer
Equity shares outstanding at the end of the period 14,299,400 1,429.94 4,299,400 1,429.94

1.2 The details of shareholders holding more than 5% shares:

Name As at 31.03.2025 As at 31.03.2024
No. of shares % held No. of shares % held
Swati Rajurkar (Promoter) 1,619,500 11.33% 1,619,500 11.33%
Meenakshee Mokashi (Promoter) 1,578,500 11.04% 1,578,500 11.04%
Hitesh Parikh (Promoter) 1,496,500 10.47% 1,496,500 10.47%
Meher Pophali 1,291,500 9.03% 1,291,500 9.03%
Manish Peshkar 1,148,000 8.03% 1,148,000 8.03%
Srinivas C. Sabbineni 1,148,000 8.03% 1,148,000 8.03%
Shefali Parikh (Promoter) 738,000 5.16% 738,000 5.16%
Sanjay Mokashi(Promoter) 656,000 4.59% 656,000 4.59%
Prashant Rajurkar (Promoter) 574,000 4.01% 574,000 4.01%

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136
1.3 The Company has only one class of equity shares having face value of Rs. 10 per share. Each holder
of equity shares is entitled to one vote per share and carries identical right as to dividend. These shares
are not subject to any restrictions.

1.4 In last 5 years, 1,00,00,000 Bonus shares in the ratio of 40:1 of FV Rs.10/- each were allotted on 16
June, 2023. There was no buy back or issue of shares other than for cash consideration.

1.5 Details of shares held by Promoters:

Name As at 31.03.2025 As at 31.03.2024 % change

No. of shares % held No. of % held during the
shares period
- Equity shares of Rs.10/ each
Swati Rajurkar 1,619,500 11.33% 1,619,500 11.33% -
Meenakshee Mokashi 1,578,500 11.04% 1,578,500 11.04% -
Hitesh Parikh 1,496,500 10.47% 1,496,500 10.47% -
Shefali Parikh 738,000 5.16% 738,000 5.16% -
Sanjay Mokashi 656,000 4.59% 656,000 4.59% -
Prashant Rajurkar 574,000 4.01% 574,000 4.01% -

2) RESERVES AND SURPLUS:

(Amount in Lacs)
As at As at
31.03.2025 31.03.2024
Securities Premium
As per last financial statements 2,382.27 -
Add: Received during the year pursuant to Initial Public
Offer - 2,846.58
Less: Share Issue Expenses netted of against the above - (464.31)
(Refer note 3 below)
Total (A) 2,382.27 2,382.27
General Reserve
As per last financial statements 933.25 1,622.39
Less: Provision for gratuity being revalued as per acturial
valuation -
Less: Issue of Bonus Shares - (1,000.00)
Add: Balance transferred from surplus balance in the
(187.45) 310.87
statement of profit & loss
Total (B) 745.80 933.25
Foreign Currency Translation Reserve (2.71) -
Surplus in the statement of profit and loss :
Balance as per last financial statements - -
Add: Profit/ (loss) for the period (184.74) 310.87
Closing Balance (187.45) 310.87
Less: Appropriations - -
Transfer to general reserve 187.45 (310.87)
Net surplus in the statement of profit and loss (C) - -
Total (A+B+C) 3,128.08 3,315.53

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137
3) The Company completed the Initial Public Offer (‘IPO’) of its equity shares during the financial year ended
March 2024 and listed its shares on National Stock Exchange Emerge Platform on November 10th, 2023.
Pursuant to the IPO, the Company has allotted 37,90,400 fresh equity shares ofRs.10/- each to public at a
premium of Rs.71/- per equity share. The total share premium arising on IPO amounting to Rs.2846.58 lakhs
has been accounted under securities premium reserve and the IPO related expenses amounting to Rs.464.31 lakhs
has been adjusted against the premium amount as above.

4) DEFERRED TAX LIABILITY (Net):

(Amount in Lacs)

As at 31.03.2025 As at 31.03.2024
Deferred tax liabilities/( Assets):
Related to Fixed Assets 29.15 46.15
Total 29.15 46.15

5) LONG TERM PROVISIONS:

As at 31.03.2025 As at 31.03.2024
Provision for Gratuity 33.38 29.68
Total 33.38 29.68

6) SHORT TERM BORROWINGS:

As at 31.03.2025 As at 31.03.2024
Working capital facilities from banks :
Overdraft (secured)* - 392.00

Total - 392.00

* Overdraft facility is primarily secured by a hypothecation charge on current and movable fixed
assets of the company. It is further secured by a registered mortgage of office buildings owned by the
company and personal guarantee of all the directors.

7) TRADE PAYABLES:
As at 31.03.2025 As at 31.03.2024
Undisputed dues of MSMEs 4.53 5.20
Undisputed dues of other than MSMEs 325.16 70.50
Total 329.69 75.70

8) OTHER CURRENT LIABILITIES:

As at 31.03.2025 As at 31.03.2024
Advance from customers 12.98 4.56
Statutory remittances 76.06 56.21
Other liabilities 149.37 67.30
Total 238.41 128.07

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138
9) SHORT TERM PROVISIONS:
(Amount in Lacs)

As at 31.03.2025 As at 31.03.2024
Provision for income tax - 110.00
Total - 110.00

11) NON CURRENT INVESTMENTS:

As at 31.03.2025 As at 31.03.2024

Non-trade Investments (at cost)

Investment in unquoted equity instruments
i) Micropark Logistics Private Limited 37.00 37.00
(37000 Equity Shares of face value Rs. 100/- fully paid up)
(Previous year 37000 Equity Shares of face value Rs. 100/-fully paid up)

TOTAL 37.00 37.00

12) OTHER NON CURRENT ASSETS:

As at 31.03.2025 As at 31.03.2024

Capital advances 185.91 18.91

Prepaid Expenses 42.95 -
Earnest money, Security & other deposits 21.45 23.26
Fixed Deposits (with maturity period of more than 12 months) (with
Interest accrued) 60.86 4.04
(security against Bank Guarantee, and overdraft)
Total 311.17 46.21

13) INVENTORIES:
(As taken, valued and certified by the management)
As at 31.03.2025 As at 31.03.2024
Stock-in-trade :
Hardware 1.32 23.20
Software - 14.18
Work In Progress - Software Development 30.00 33.00
Total 31.32 70.38

14) TRADE RECEIVABLES:

As at 31.03.2025 As at 31.03.2024
Unsecured and considered good * 1292.68 1,515.66
Total 1292.68 1,515.66
For ageing schedule of trade receivables, please see note 48 (d).
* See Note 42 & 43
Annual Report 2024-25
139
Annual Report 2024-25
140
15) CASH AND BANK BALANCES:
(Amount in Lacs)

As at 31.03.2025 As at 31.03.2024
Cash and cash equivalents
Balance with Banks
On current accounts 325.35 274.67

Cash on hand 5.37 4.36

Other bank balances

Fixed Deposits (with original maturity period of more than 3 months
but less than 12 months)(with interest accrued) 737.75 1,952.36
Fixed Deposits (with remaining maturity less than 12 months) (with
interest accrued) 261.69 44.80
Total 1,330.16 2,276.20

16) SHORT TERM LOANS AND ADVANCES:

(Unsecured and considered good)
As at 31.03.2025 As at 31.03.2024
TDS & Advance Income tax 46.01 108.00
Prepaid expenses 23.14 56.09
Advance to staff 1.35 0.44
Advance to suppliers 3.45 2.08
Inter Company Deposit (ICD) 496.31 121.71
Deposit to NSE - 30.70
Unbilled Revenue 75.60 -
Advances recoverable in cash or in kind - 86.50
Total 645.87 405.52

17) OTHER CURRENT ASSETS:

As at 31.03.2025 As at 31.03.2024
VAT receivable 1.40 1.63
GST refund receivable - 3.82
Total 1.40 5.45

18) Revenue from operations:

2024-25 2023-24
Sale of products
Software 184.51 240.66
Hardware 353.84 189.36
538.35 430.02
Sale of services
Software Development 376.91 234.19

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141
 Maintenance & Support services 1,392.30 1,480.81
1,769.21 1,715.00
Other Operating Revenue
Commission 4.35 3.24
4.35 3.24

Revenue from operations (Net) 2,311.91 2,148.25

19) Other Income:

2024-25 2023-24
Interest
- on fixed deposits with bank 112.60 70.28
- on ICD 45.51 1.77
- on Income Tax refund 0.82 -
Foreign exchange gain 17.32 8.01
Total 176.25 80.06

20) Changes in Inventories of Stock-in-trade:

2024-25 2023-24
A. Opening stock (Traded Goods)
Hardware 23.20 33.27
Software 14.18 30.00
Total (A) 37.38 63.27
B. Closing stock (Traded Goods)
Hardware 1.31 23.20
Software - 14.18
Total (B) 1.31 37.38
C. Opening stock (Work in Progress)
Software development (Work In progress) 33.00 -
D. Closing stock (Work in Progress)
Software development (Work In progress) 30.00 33.00
Total (C-D) 3.00 (33.00)
C. (Increase) / Decrease in stock (A - B+C-D) 39.07 (7.10)

21) Employee benefits expenses:

2024-25 2023-24
Salary, Bonus & Allowances 706.44 596.89
Contribution to Provident and other Fund 30.43 28.39
Workman & Staff Welfare 10.78 11.73
Director's Remuneration 195.68 195.68
Total 943.32 832.69

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142
22) Finance costs:
2024-25 2023-24
Interest
- to banks on Term Loan facilities - 24.41
- to banks on working capital facilities 27.85 11.01
- on delayed payment of Income tax / TDS 0.12 0.60
- on delayed payment of GST - 0.44
Bank commission & charges 2.47 15.38
Loss on foreign currency transactions / translation - 18.64
Total 30.45 70.49

23) Other Expenses:

2024-25 2023-24
Operational Expenses :
Operation and Maintenance charges 35.47 42.28
Internet and training expenses 3.67 3.84
Administrative Expenses :
Rent 20.90 18.95
Rates & Taxes 4.39 3.58
Electricity 17.23 13.04
Telephone Expenses 5.27 5.73
Printing and Stationery 0.84 0.49
Conveyance 2.51 4.51
Fee and Subscription 1.57 1.27
Insurance 23.32 22.34
Repairs & maintenance : - Computers / Machinery 5.66
- Office Premises and Other 12.51 18.17 30.53
Security Charges 3.36 2.49
Internal Audit fee 1.00 0.60
Legal & Professional Expenses 49.67 30.64
Payment to Auditors 5.14 4.02
Travelling Expenses 16.87 19.40
Guest house Expenses 0.58 1.82
Office and Other Misc. Expenses 19.24 21.42
Advertisement & Business Promotion 0.66 10.26
Commission on sales 51.88 92.98
Donation 0.59 1.37
Bad debt written off 23.62 21.31
Other - 12.76

Total 305.93 365.63

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143
24) Earnings per share:
2024-25 2023-24
Net profit for the period (184.74) 310.87
Weighted average number of shares (restated) 14,299,400 11,933,432
Nominal value of each share (Rs.) 10.00 10.00
Adjusted Basic and diluted earning per share (Rs. per
share) (1.29) 2.61

Calculation of Weighted average number of shares for EPS

2024-25 2023-24
Opening number of shares for the period 14,299,400 25,000.
Add: Shares issued due to stock spilt (re-stated for previous year) - 225,000.
Add: Bonus shares (re-stated for previous year) - 10,000,000.
Add: Private placement of shares on 10/07/2023(259000 shares * 265/365) - 188,041.10
Add: IPO issue on 08/11/2023 (3790400 shares *144/365) - 1,495,390.68
Weighted average number of shares 14,299,400. 11,933,432.

25) Significant accounting policies

(For the year ended on 31/03/2025)
A. Corporate Information :

Micropro Software Solutions Limited (“the Company”) is domiciled and incorporated in

India under the provisions of the Companies Act, 1956 and its shares are listed on the SME
platform of the National Stock Exchange of India Limited i.e. NSE EMERGE. The
registered office and the principal place of business of the Company is situated at Plot No.
28, 702, Wing A, 7th Floor, IT Park, Gayatri Nagar, Nagpur – 440022, Maharashtra, India.

The Company is engaged in the business of Software development, Technical Services, IT

Solutions, designs, develops, standardizes and customizes software solutions across various
industries verticals.The financial statements of the Company for the year ended 31 st March,
2025 were approved and adopted by Board of Directors in their meeting dated 27th May,
2025.

B. Summary of Significant Accounting Policies :

xii) Basis of preparation and presentation of consolidated financial statements

d) Accounting policies not specifically referred to otherwise are consistent and in consonance
with generally accepted accounting principles & mandatory accounting standards issued
by the Institute of Chartered Accountants of India and notified under the Companies
(Accounting Standards) Rules, 2006.
Annual Report 2024-25
144
 e) The Consolidated financial statements are prepared in accordance with the relevant
presentation requirement of the Companies Act, 2013, under the historical convention on
the basis of going concern. The company generally follows mercantile system of
accounting and recognizes significant items of income and expenditure on accrual basis.
However where the amount is immaterial/negligible and/or establishment of
accrual/determination of amount is not possible, no entries are made for accruals.
f) The consolidated Financial Statements are presented in Indian Rupees rounded to the
nearest lakhs with two decimals. The amount below the round off norm adopted by the
Company is denoted as Rs.0.00 lakhs.

xiii) Use of Estimates

The presentation of consolidated financial statements requires estimates and assumptions to be
made that affect the reported amount of assets and liabilities on the date of the financial
statements and the reported amount of revenues and expenses during the reporting period.
Difference between the actual results and the estimates are recognized in the period in which
the results are known / materialized.

xiv) Property, Plant & Equipment and Intangible Assets

Property, Plant & Equipment have been stated at actual cost less accumulated depreciation and
impairment, if any. Actual cost is including of freight, duties, taxes and other expenses.

Intangible Assets are recorded at the consideration paid for acquisition or development of such
assets and are carried at cost less accumulated amortization and impairment, if any.

xv) Depreciation and Amortization

Depreciation on tangible and amortization on intangible assets has been provided for on straight
line basis as per the useful life prescribed in Schedule II to the Companies Act, 2013.
Depreciation & amortization on additions during the year is being provided on pro-rata basis
from the month of acquisition.

xvi) Inventories
The stock in trade is valued at lower of cost and net realizable value.

xvii) Operating Lease

Lease expenses are recognized as an expense in the profit and loss account.

Annual Report 2024-25

145
xviii) Foreign Currency Translation
Initial Recognition
A foreign currency transaction is any transaction that is denominated in or needs to settle in
any foreign currency. Such foreign currency transactions are recorded, on initial recognition
in reporting currency, by applying the exchange rate between the foreign currency and the
reporting currency to the foreign currency amount at the date of the transaction.
Reporting at Subsequent Balance Sheet Dates
All foreign currency monetary items are reported at the closing rate. Non-monetary items that
are carried in terms of historical cost denominated in a foreign currency are reported using the
exchange rate at the date of the transaction. Non-monetary items that are carried at the fair
value or similar valuation denominated in the foreign currency are reported at the exchange
rates prevailing when such values were determined.
Exchange differences arising on settlement or translation of monetary items are recognized in
the Statement of Profit and Loss.

xix) Revenue Recognition

Revenue is recognised when the significant risk and rewards of ownership of the goods have
passed to the buyer. Service Income is recognized as per contractual terms.

xx) Investments
Investments that are readily realizable and intended to be held for not more than a year are
classified as current investments. All other investments are classified as non-current
investments. Non-current investments are carried at cost. However, provision for diminution is
made to recognize a decline, if any, other than temporary, in the carrying value of the
investment.

xxi) Retirement Benefits

d) Provident Fund: The Company’s contribution to the recognized provident fund paid /
payable during the year is debited to the profit and loss account.
e) Gratuity: The liability recognised in the statement of financial position for defined benefit
plans is the present value of the defined benefit obligation (DBO) at the reporting date less
the fair value of plan assets. The Company estimates the DBO annually with the assistance
of independent actuaries. This is based on standard rates of inflation, salary growth rate
and mortality. Discount factors are determined close to each year-end by reference to high
quality corporate bonds that are denominated in the currency in which the benefits will be

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146
 paid and that have terms to maturity approximating the terms of the related gratuity
liability.
Service cost on the Company’s defined benefit plan is included in employee benefits
expense. Actuarial gains and losses resulting from measurements of the net defined benefit
liability are also included in profit and loss statement.

f) Short Term Employee Benefits: Employee benefits of short term nature are recognized
as expenses as and when it accrues. The Company does not follow practice of providing
leave encashment to its employees.

xxii) Taxes on Income:

d) The current tax is determined as per the provisions of the Income Tax Act.

e) Deferred income tax is recognized on timing differences, between taxable income and
accounting income which originate in one period and are capable of reversal in one or more
subsequent periods. The tax effect is calculated on the accumulated timing differences at
the year-end based on tax rates and laws, enacted or substantially enacted as of the balance
sheet date.

f) Minimum Alternate Tax (MAT) credit is recognized as an asset only when and to the extent
there is convincing evidence that the company will pay normal income tax during the
specified period. In the year in which the MAT credit becomes eligible to be recognized as
an asset in accordance with the recommendations contained in guidance note issued by the
Institute of Chartered Accountants of India, the said asset is created by way of a credit to
the Profit and Loss Account and shown as MAT Credit entitlement.

xiii) Impaired Asset:

Factors giving rise to any indication of any impairment of the carrying amount of the
company’s assets are appraised at each balance sheet date to determine and provide / revert an
impairment loss following accounting standard AS-28 on “Impairment of Assets” issued by
Institute of Chartered Accountants of India.

xvii) Cash flow statement

Cash flow statementare reported using the indirect method, whereby profit / (loss) before extra-
ordinary items / exceptional items and tax is adjusted for the effects of transactions of non-cash
nature and any deferrals or accruals of past or future operating cash receipts or payments and
items of income or expenses associated with investing or financing cash flows. The cash flow

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 from operating, investing and financing activities of the Company are segregated based on
available information.

xviii) Segment reporting

The company has two reportable business segments: IT related services & Trading of IT
hardware and software. The primary and secondary segmental financial information is shown
in Note no.42.
xix) Principles of consolidation
The consolidated financial statements consist of Micropro Software Solutions Limited and its
subsidiary. The consolidated financial statements have been prepared on the following basis:
The financial statements of the parent Company and its subsidiary have been consolidated on
a line-by-line basis by adding together the book values oflike items of assets, liabilities, income
and expenses, after eliminating intra-group balances and intra-group transactions resulting in
unrealised profits as per AS 21 “Consolidated Financial Statements” specified under Section
133 of the Companies Act 2013.
Minority interests are measured at their proportionate share of the acquiree’s net identifiable
assets at the date of acquisition.
xx) Provisions, Contingent liabilities and Contingent Assets:
Provisions involving substantial degree of estimation in measurement are recognized when
there is present obligation as a result of past event and it is probable that there will be an outflow
of resources. Contingent liabilities are not recognized but are disclosed in the notes. Contingent
assets are neither recognized nor disclosed in theconsolidated financial statements.

26) Contingent Liabilities:-

a) Letter of credit and Bank Guarantees outstanding: Rs.89.59 lacs (Pre.Yr. 109.05 lacs).
b) GST department has raised a demand of Interest & penalty for Rs.4.66 lacs for FY 2018-19
(previous year Rs.4.66 lacs) against which the Holding Company has filed an application for waiver
under new section 128A of CGST Act (Amnesty Scheme) before DCST.
c) Estimated amount of contracts remaining to be executed on capital account and not provided for is
Rs. 432 lacs.
27) Initial Public Offer
During the previous year, the company voluntarily got itself converted from a ‘Private Limited
Company’ to ‘Public Limited Company’ vide its certificate of Incorporation consequent to conversion
dated 16thJune, 2023 issued by Ministry of Corporate Affairs, India. The Company's shares were listed
with National Stock Exchange of India Limited (NSE) EMERGE Platform consequent to a public
offer of shares by the Company. During the previous year, the Company came out with its maiden

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148
 ‘Initial Public Offering’ (IPO) of 37,90,400 Equity shares of face value of Rs.10/- each at a price of
Rs.81/- per equity share aggregating to Rs.30,70,22,400/- . The public issue was open for subscription
from 03/11/2023 till 07/11/2023. The Company got listed on 10/11/2023 on the National Stock
Exchange of India Limited (NSE) Emerge Platform. The details of the Net Proceeds are set forth
below:

(Rs. in lacs)

Particulars Projected Actuals

Gross Proceeds of the Issue 3070.22 3070.22
Less : Issue Related Expenses 450.88 450.88
2619.34 2619.34

28) Balances of Trade receivables, Trade payables, Loans & advances, Long & current liabilities and Current & non-
current assets are required to be confirmed / reconciled. The balances are therefore as per books of accounts
only. Consequential effects /adjustment, presently unascertainable, will be provided as and when confirmed.

29) In the opinion of the Management and to the best of their knowledge and belief, the value on realisation of loans
& advances and other current assets in the ordinary course of business will not be less than the amount at which
they are stated in the Balance Sheet.

30) In the opinion of the board, the provision for depreciation and all known liabilities is adequate and not in excess
of the amount reasonably necessary.

31) Remuneration paid during the year to whole time Directors/ Manager (UAE): Rs.208.468 lacs (Pre. Year:
Rs.195.68 lacs).

32) The statement of profit and loss includes the items which belong to prior periods:
Nil (Pre year : Rs.12 lacs)

33) GST credit receivable / availed are treated as an asset with relevant expenses being accounted net of such credit
and the same is reduced to the extent of their utilizations.

34) During the previous year, vehicle purchased and considered as an asset by the Holding Company is registered in
the name of one of the Directors of the Holding Company. This vehicle is being used by the Holding Company
for business purpose.

35) During the year, the Group has undertaken a review of all property, plant and equipment & Intangible assets and
in the opinion of management, there is no impairment of assets as on balance sheet date and no provision for
impairment is required to be recognized for the year.

36) Besides debit / credit in previous year adjustment account, amounts related to previous years arisen & settled
during the year have been debited / credited to the respective heads of accounts.

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37) The Employee’s Gratuity Fund Scheme is managed by LIC. The present value of obligation is determined based
on actuarial valuation using projected unit credit method. The following tables set out the funded status of the
gratuity plan recognised as per the Group’s financials at 31.03.2025.
(Rs. in lacs)

Particulars Current
Previous Year
Year
1) Changes of opening and closing balances of defined benefit obligation

- Present Value of Obligations as at beginning of year 47.15 41.63

- Interest Cost 3.30 3.00
- Current Service Cost 0.76 2.43
- Benefit Paid 0.00 (0.52)
- Actuarial (gain) / Loss on obligation 0.68 0.61
- Present Value of Obligations as at end of year 51.89 47.15
2) Changes in opening and closing balances of fair value of plan assets
- Fair value of plan assets at beginning of year 17.47 8.23
- Expected return on plan assets 1.22 0.59
- Contribution 0.00 9.07
- Benefit paid 0.00 (0.52)
- Actuarial Gain / (Loss) on Plan Assets (0.18) 0.10
- Fair Value of plan assets at the end of year 18.51 17.47
3) Reconciliation of Fair value of assets and obligations
- Present value of obligations as at the end of year 51.89 47.15
- Fair value of plan assets as at the end of the year (18.51) (17.47)
- Net (Assets) / Liability recognized in the Balance Sheet 33.38 29.68
4) Expenses Recognized in statement of Profit & Loss
- Current Service Cost 0.76 2.43
- Interest Cost 3.30 3.00
- Expected return on plan assets (1.22) (0.59)
- Net Actuarial (Gain) / Loss recognized 0.85 0.51
- Expenses Recognized in statement of Profit & Loss 3.69 5.35

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150
 Assumptions
Particulars Current Year Previous Year
Discount Rate 6.50% 7%
Salary Growth Rate 10.00% 10%
Expected Rate of Return 6.50% 7%
Normal Retirement Age 58 years 58 years
Average Future Service 24.71 years 23.69 years

Mortality Rates: 100% Indian Assured Lives Mortality 2012-2014

Sample Rates per annum of Indian Assured Lives Mortality
Age (in years) Current Year Previous Year
20 0.092% 0.092%
30 0.098% 0.098%
40 0.168% 0.168%
50 0.444% 0.444%
60 1.116% 1.116%

Investment Details
Composition of Plan Assets
Particulars Current Year Previous Year
Equities - -
Bonds - -
Insurance policies 100% 100%
Total 100% 100%

38) Disclosures required under MSMED Act 2006

On the basis of confirmation obtained from the suppliers who are registered themselves under the
Micro, Small and Medium Enterprise Development Act, 2006 (MSMED Act, 2006), details are as
below:
(Rs. in lacs)
As at As at
Particulars
31/03/2025 31/03/2024
a. The principal amount remaining unpaid to any supplier at the end
4.53 5.20
of the year
b. Interest due remaining unpaid to any supplier at the end of the year
- -

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151
 As at As at
Particulars
31/03/2025 31/03/2024
c. The amount of interest paid by the buyer in terms of section 16,
along with the amount of the payment made to the supplier beyond - -
the appointed day during each accounting year
d. The amount of interest due and payable for the period of delay in
- -
making payment
e. The amount of interest accrued and remaining unpaid at the end of
- -
each accounting year
f. The amount of further interest remaining due and payable even in
the succeeding years, until such date when the interest dues as above
- -
are actually paid to the small enterprise, for the purpose of
disallowance as a deductible expenditure under section 23
Total 4.53 5.20

39) Trade receivable includes old outstanding amount of Rs.293.17 lacs from Sidilega Private Hospital, Botswana.
The Group has sent a legal notice to the party through an advocate for recovery of the amount. The management
believes that amount is recoverable and good; hence no provision has been made in the books of accounts.

40) Related Party Disclosures:

a) List of Related Parties & Relationship

Sr Name of Party Relationship

i) Microsync Information Technology Co. LLC Subsidiary Company

ii) Micropark Logistics Private Limited Directors are interested

iii) Microdata Simulation Solutions FZCO Directors are interested

Key Management Personnel

i) Mr. Sanjay Mokashi Managing Director

ii) Mr. Manish Peshkar Whole-Time Director

iii) Mr. Meher Pophali Whole-Time Director

iv) Mrs. Anuja Bissa Independent Director

v) Mr. Parag Deshpande Independent Director

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152
 Sr Name of Party Relationship

vi) Mr. Sandeep Agrawal Independent Director

vii) Mr. Sanjay Mokashi Manager of subsidiary at UAE

viii) Mr Vishwas Ashtikar Manager of subsidiary at UAE

ix) Mrs. Meenakshi Mokashi Spouse of Director

x) Mrs. Varsha Pophali Spouse of Director

xii) Mrs. Kshipra Peshkar Spouse of Director

xiii) Mr. Sunil Chaudhari Chief Financial Officer

xiv) Mr. Sulabh Singh Parihar Company Secretary

b) Transactions with related parties

(Rs. in lacs)

Sr Name of Party Nature of Transaction FY 2024-25 FY 2023-24

(xvi) Mr. Sanjay Mokashi Director’s Remuneration 66.58 66.58

Insurance Premium paid

(xvii) Mr. Sanjay Mokashi 3.09 3.09
(Employer-Employee Scheme)

(xviii) Mr. Sanjay Mokashi Health Plan Insurance 2.07 2.07

(xix) Mr. Meher Pophali Director’s Remuneration 64.55 64.55

Insurance Premium paid

(xx) Mr. Meher Pophali 3.07 3.07
(Employer-Employee Scheme)

(xxi) Mr. Meher Pophali Health Plan Insurance 1.82 1.82

(xxii) Mr. Manish Peshkar Director’s Remuneration 64.55 64.55

Insurance Premium paid

(xxiii) Mr. Manish Peshkar 3.07 3.07
(Employer-Employee Scheme)

(xxiv) Mr. Manish Peshkar Health Plan Insurance 1.65 1.65

(xxv) Mrs. Meenakshi Mokashi Salary 9.52 9.52

(xxvi) Mrs. Varsha Pophali Salary 7.94 7.94

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153
 Sr Name of Party Nature of Transaction FY 2024-25 FY 2023-24

(xxvii) Mrs. Kshipra Peshkar Salary 7.94 7.94

Micropark Logistics
(xxviii) Private Limited Sales 3.39 43.92

(xxix) Mr Vishwas Ashtikar Salary 12.78 -

d) Outstanding balances with related parties

(Rs. in lacs)

As at As at
Nature of outstanding balance Name of related party
31/03/2025 31/03/2024
Director’s remuneration payable Mr. Sanjay Mokashi 9.58 8.96

Director’s remuneration payable Mr. Meher Pophali 7.84 7.37

Director’s remuneration payable Mr. Manish Peshkar 10.22 8.15

Salary payable Mrs. Meenakshi Mokashi 0.52 0.54

Salary payable Mrs. Varsha Pophali 0.54 0.56

Salary payable Mrs. Kshipra Peshkar 0.58 0.44

Micropark Logistics Private
Trade receivables 5.38 41.09
Limited
Microdata Simulations
Trade receivables 0.00 3.94
Solutions FZCO
-
Salary Payable Mr. Vishwas Ashtikar 5.12

Other liabilities (Payable) Mr. Vishwas Ashtikar 3.17 -

41) The amount of borrowing cost capitalized during the year is NIL (Pre. Yr. NIL).

42) SEGMENT REPORTING

i) Geographical Segments

The Group primarily operates in India and therefore the analysis of geographical segment is
demarcated into its India and Overseas operations as under:

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154
 (Rs. in lacs))
Information about geographical segments for the year ended March 31, 2025
Overseas
India Total
Subsidiary
Revenue (Gross Sale) 2032.58 279.32 2311.90
Other Segment information:
-Segment assets (excl. PPE) 1783.73 276.51 2060.24
-Unallocated assets (excl. PPE) 1915.96 13.81 1929.77
Property, Plant & Equipment:
-Tangible assets 998.73 9.92 1008.65
-Intangible assets 189.99 - 189.99

ii) Primary Segment Information based on business segments

The Group has 2 primary reportable business segments: IT related services & Trading of IT hardware
and software. The segmental financial information is as follows:
(Rs. in lacs)

Year ended 31st March, 2025 Year ended 31st March, 2024
Particulars IT
Trading Total IT Services Trading Total
Services

REVENUE
Total Revenue 1859.95 451.95 2,311.90 1,847.88 300.37 2,148.25
Less : Inter Segment
- - - - - -
Revenue

Net Revenue 1,859.95 451.95 2,311.90 1,847.88 300.37 2,148.25

RESULTS
Profit / (Loss) before tax &
260.66 52.13 312.79 844.40 59.47 903.87
Interest
Less: Interest & charges - - (30.45) - - (70.49)
Less: Unallocated
- - (656.43) - - (461.06)
expenditure
Add: Unallocated income - - 176.26 - - 72.05

Total Profit before tax - - (197.83) - - 444.38

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155
 Year ended 31st March, 2025 Year ended 31st March, 2024
Particulars IT
Trading Total IT Services Trading Total
Services

Provision of Tax:
- Current - - - - - (110.00)
- Deferred - - 17.00 - - (17.47)
- Income tax
- - (3.91) - - (6.04)
(earlier years)

Profit/(Loss) for the year - - (184.74) - - 310.87

Other Information:
Assets 2388.46 54.86 2,443.32 2,126.07 63.94 2,190.01
Unallocated Asset - - 2,745.33 - - 3,337.06

Liabilities 411.89 119.79 531.68 133.39 37.76 171.15

Unallocated Liabilities - - 98.95 - - 610.46

Capital Employed 1976.57 (64.93) 1,992.69 26.18

(Segmental Assets -
Segmental Liabilities)

Capital Expenditure 202.82 - 212.74 369.40 - 369.40

Unallocated Capital
- - 19.95 - - 54.43
Expenditure

Depreciation &
137.51 - 137.51 27.46 - 27.46
Amortisation
Unallocated Depreciation
- - 68.61 - - 63.06
& Amortisation

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156
43) Additional regulatory information as required under Companies Act 2013
(q) Intangible assets under Development Ageing Schedule
(Rs. in lacs)

Particulars Amount in Intangible Assets under development for Total

a period of
Less than 1 1-2 years 2-3 years More than
year 3 years
For FY 2024-25
Projects in progress 326.62 - - - 326.62

For FY 2023-24
- - - - -
Projects in progress

(r) Trade Payables Ageing Schedule

(Rs. in lacs)
Outstanding for following periods
Particulars Less than 1-2 2-3 More than
Total
1 year years years 3 years
For the year ending 31/03/2025
(ix) MSME 4.53 - - - 4.53
(x) Others 323.06 0.58 1.03 0.50 325.17
(xi) Disputed dues- MSME - - - - -
(xii) Disputed dues- Others - - - - -
For the year ending 31/03/2024
(xiii) MSME 5.20 - - - 5.20
(xiv) Others 69.20 0.81 0.50 - 70.50
(xv) Disputed dues- MSME - - - - -
(xvi) Disputed dues- Others - - - - -

(s) Trade Receivables Ageing Schedule

(Rs. in lacs)
Outstanding for following periods
Less More
Particulars 6 months- 1-2 2-3
than 6 than 3 Total
1 year years years
months years
For the year ending
31/03/2025
(ix) Undisputed trade
receivables- considered 631.69 241.75 98.03 2.11 25.93 991.51
good

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157
 (Rs. in lacs)
Outstanding for following periods
Less More
Particulars 6 months- 1-2 2-3
than 6 than 3 Total
1 year years years
months years
(x) Undisputed trade
receivables- considered - - - - - -
doubtful
(xi) Disputed trade
receivables- considered - - 293.17 - - 293.17
good
(xii) Disputed trade
receivables- considered - - - - - -
doubtful
For the year ending
31/03/2024
(xiii) Undisputed trade
receivables- considered 1070.43 65.07 342.64 21.43 16.08 1515.66
good
(xiv) Undisputed trade
receivables- considered - - - - - -
doubtful
(xv) Disputed trade
receivables- considered - - - - - -
good
(xvi) Disputed trade
receivables- considered - - - - - -
doubtful

(t) Benami Property

The Group did not have any Benami property, where any proceeding has been initiated or pending
against the Group for holding any Benami property.

(u) Borrowings secured against current assets

The Statement of current assets filed by the Group with banks are in agreement with the books of
accounts and there are no material deviations.
(v) Willful Defaulter
The Group had not been declared a willful defaulter by any bank or financial institution or other
lender (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the
guidelines on willful defaulters issued by the Reserve Bank of India.
(w) Relationship with Stuck off Companies
The Group did not have any transactions with Companies struck off under Section 248 of
Companies Act, 2013 or Section 560 of Companies Act, 1956 considering the information available
with the Group.
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158
 (x) Utilisation of borrowed funds
i. The Group has not advanced or loaned or invested funds to any other person(s) or entity(ies),
including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
i.i. Directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Group (Ultimate Beneficiaries) or
i.ii. Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
ii. The Group has not received any fund from any person(s) or entity(ies), including foreign entities
(Funding Party) with the understanding (whether recorded in writing or otherwise) that the
Group shall:
ii.i. Directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Group (Ultimate Beneficiaries) or
ii.ii. Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
(y) Undisclosed Income
The Group does not have any transactions which are not recorded in the books of accounts that has
been surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961
during any of the years.
(z) Valuation of Property, Plant & Equipment, intangible assets and investment property
The Group has not revalued its property, plant and equipment (including Right of Use Assets) or
intangible assets or both during the current or previous year.
(aa) Loans to related parties and others
The Group had not granted any loans or advances in the nature of loans to promoters, directors,
KMP's and the related parties (as defined under Companies Act, 2013),except to 100 % owned
foreign subsidiary, either severally or jointly with any other person that:
iii. Are repayable on demand
iv. Without specifying any terms or period of repayment
(bb) Compliance with number of layers of companies
The Group has complied with the number of layers prescribed under the Companies Act, 2013.

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159
44) Events occurring after the Balance Sheet date

No adjusting or significant non-adjusting events have occurred between 31 March 2025 and the date of
authorisation of these consolidated financial statements.

45) revious year’s figures have been regrouped / rearranged wherever necessary to make them comparable with this
year’s figures.

In terms of our report of even date attached

For Banthia Damani & Associates For Micropro Software Solutions Limited
Chartered Accountants
ICAI Firm Reg.no.0126132W (Sanjay Mokashi) (Meher Pophali)
Managing Director Wholetime Director
Rajeev Damani DIN: 01568141 DIN: 01568099
Partner
M.No.42804 (Sulabh Singh Parihar) (Sunil Chaudhari)
UDIN: 225042804BMLYDN5429 Company Secretary Chief Financial Officer
Place: Nagpur M.No. : 46803 PAN : AAIPC2264Q
Date: 27th May, 2025

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160
 NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 29th Annual General Meeting (“AGM”) of the members of Micropro
Software Solutions Limited (“Micropro” or “Company”) will be held on Friday, the 26 th day of September,
2025 at 12:30 P.M. through Video Conferencing (“VC”) or Other Audio-Visual Means (“OAVM”) to
transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements (Standalone and Consolidated) of the
Company for the Financial Year 2024-25 ended 31 March, 2025, including, the Balance Sheet as at 31
March, 2025, Statement of Profit and Loss and Cash Flow for the Financial Year 2024-25, together with
the Board's Report and Report of the Statutory Auditors thereon.

2. To appoint a Director in place of Mr. Meher Shreeram Pophali (DIN: 01568099), who retires by rotation
at this Annual General Meeting and being eligible offers himself for re-appointment.

SPECIAL BUSINESS

3. To appoint CS Namita Buche, Practicing Company Secretary, as the Secretarial Auditors of the Company
for a term of first fixed term of five consecutive years from Financial Year 2025-26 to Financial Year
2029-30:

To consider and, if thought fit, to pass, with or without modification, the following resolution as an Ordinary
Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 204 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Regulation
24A(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including
any statutory modification(s) or re-enactment thereof for the time being in force), CS Namita Buche, (ICSI
Membership Number: A36514 and C. P. Number 14220), be and are hereby appointed as Secretarial
Auditors of the Company, for a term of five (5) consecutive years, to hold office of the Secretarial Auditor
from the Financial Year 2025-26 upto Financial Year 2029-30, on such remuneration, as recommended by
the Audit Committee and as may be mutually agreed between the Board of Directors of the Company and
the Secretarial Auditors, from time to time.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally
authorized to take such steps and do all such acts, deeds, matters and things as may be considered necessary,
proper and expedient to give effect to this Resolution.”

By Order of the Board of Directors

For Micropro Software Solutions Limited
Date : 30.08.2025
Place: Nagpur Sd/-
Sulabh Singh Parihar
Company Secretary And Compliance Officer

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161
 NOTES:

1) The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 in respect of the
special business above is attached herewith.
The relevant details in respect of Directors seeking reappointment at the AGM, in terms of Regulations
26(4) and 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Clause 1.2.5 of Secretarial
Standard-2 on General Meetings are also annexed.

2) Pursuant to the General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020,
followed by General Circular Nos. 20/2020 dated May 5, 2020, 10/2022 dated December 28, 2022,
09/2023 dated September 25, 2023 and subsequent circulars issued in this regard, the latest being
09/2024 dated September 19, 2024 in relation to “Clarification on holding of Annual General Meeting
(‘AGM’) through Video Conferencing (VC) or Other Audio Visual Means (OAVM)”, (collectively
referred to as “MCA Circulars”), Companies are allowed to hold Annual General Meeting through Video
Conferencing (VC) or Other Audio Visual Means (OAVM) without physical presence of the Members
at the AGM venue. Further, the Securities and Exchange Board of India (‘SEBI’), vide its Circulars dated
May 12, 2020, January 15, 2021, May 13, 2022, January 5, 2023, October 7, 2023 and October 3, 2024
(‘SEBI Circulars’) and other applicable circulars issued in this regard, has provided relaxations from
compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘Listing Regulations’). In compliance with the provisions of the Companies Act,
2013 (‘the Act’), the Listing Regulations and MCA Circulars, the AGM of the Company is being held
through VC/OAVM. The deemed venue for the AGM will be the Registered Office of the Company, i.e.
Plot No. 28, 702, Wing A, 7th Floor, IT Park, Gayatri Nagar, Nagpur, Maharashtra, India, 440022

3) Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs,
the facility to appoint proxy to attend and cast vote for the members is not available for this AGM.
However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM
through VC/OAVM and participate there at and cast their votes through e-voting.

4) As the AGM of the Company will be held through VC / OAVM, the route map of the venue of the
Meeting is not attached to this notice.

5) The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time
of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility
of participation at the AGM through VC/OAVM will be made available for 1000 members on first come
first served basis. This will not include large Shareholders (Shareholders holding 2% or more
shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons
of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship
Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first
come first served basis.

6) The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose
of reckoning the quorum under Section 103 of the Companies Act, 2013.

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7) Register of Members and Share Transfer Books of the Company will remain closed from Saturday, the
20th September, 2025 to Friday, the 26th September, 2025 (both days inclusive).

8) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI
(Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars
issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the
Company is providing facility of remote e-Voting to its Members in respect of the business to be
transacted at the EGM/AGM. For this purpose, the Company has entered into an agreement with National
Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized
agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting
on the date of the AGM will be provided by NSDL.

9) In compliance with the MCA Circulars and SEBI Circular, Notice of the AGM along with the Annual
Report 2024‑25 is being sent only through electronic mode to those Members whose e-mail addresses
are registered with the Company/Depositories. Members may note that the Notice and Annual Report
for the financial year 2024-25 will also be available on the Company’s website at
https://www.microproindia.com/investor-relations/. The Notice can also be accessed from the websites
of the Stock Exchanges i.e. National Stock Exchange of India Limited at www.nseindia.com and the
AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting
facility) i.e. www.evoting.nsdl.com.

10) EGM/AGM has been convened through VC/OAVM in compliance with applicable provisions of the
Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No.
17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No.
2/2021 dated January 13, 2021.

11) Relevant documents referred to in the accompanying Notice and the Statements are open for inspection
by the Members at the Registered Office of the Company on all working days, except Saturdays, during
business hours upto the date of the Meeting.

12) Voting rights will be in proportion to the shares registered in the name of the Members as on 19th
September, 2025 (cut-off date). Only those Members whose names are recorded in the Registers of
Members of the Company or in the Register of Beneficial owners maintained by the Depositories as on
the cut-off date will be entitled to cast their votes by remote e-voting or by e-voting at the AGM.
Members, who cast their votes by remote e-voting prior to AGM, may attend the Meeting but will not
be entitled to cast their vote again or change their vote subsequently.

The e-voting facility shall be made available during the meeting to the Members attending the meeting
through Video Conferencing and who have not cast their vote before the AGM.

13) Members are requested to intimate changes, if any, pertaining to their name, postal address, email
address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, nominations, power
of attorney, bank details such as, name of the bank and branch details, bank account number, MICR
code, IFSC code, etc., to their DPs in case the shares are held in electronic form and to R&TA in case
the shares are held in physical form.

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14) As a responsible corporate citizen, your Company welcomes and supports the 'Green Initiative' taken by
the Ministry of Corporate Affairs, Government of India. We strongly urge you to support this 'Green
Initiative' by opting for electronic mode of communication and making the world a cleaner, greener and
healthier place to live. For receiving all communication (including Annual Report) from the Company
electronically, the members are requested to register / update their email addresses with the Registrar
and Share Transfer Agent or relevant Depository Participant (DP), as the case may be.

15) CS Namita Buche, Practicing Company Secretary (ICSI Membership Number: A36514 and C. P.
Number 14220), Nagpur, has been appointed as the Scrutinizer to scrutinize the e-voting / ballot process.

16) The facility for voting through Ballot shall be made available at the Meeting and the members attending
the meeting who have not cast their vote by remote e-voting shall be able to vote at the meeting through
Ballot.

17) Members/Proxies are requested to bring their attendance slip duly filled in along with their copy of
Annual Report.

18) THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING
GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on 23rd September, 2025 at 09:00 A.M. and ends on 25th September,
2025 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The
Members, whose names appear in the Register of Members / Beneficial Owners as on the record date
(cut-off date) i.e. 19th September, 2025, may cast their vote electronically. The voting right of
shareholders shall be in proportion to their share in the paid-up equity share capital of the Company
as on the cut-off date, being 19th September, 2025.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned
below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding
securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies,
Individual shareholders holding securities in demat mode are allowed to vote through their demat
account maintained with Depositories and Depository Participants. Shareholders are advised to update
their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

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Type of Login Method
shareholders

Individual 1. For OTP based login you can click

Shareholders on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You
holding securities will have to enter your 8-digit DP ID,8-digit Client Id, PAN No.,
in demat mode Verification code and generate OTP. Enter the OTP received on registered
with NSDL. email id/mobile number and click on login. After successful authentication,
you will be redirected to NSDL Depository site wherein you can see e-
Voting page. Click on company name or e-Voting service provider i.e.
NSDL and you will be redirected to e-Voting website of NSDL for casting
your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting.
2. Existing IDeAS user can visit the e-Services website of NSDL Viz.
https://eservices.nsdl.com either on a Personal Computer or on a mobile. On
the e-Services home page click on the “Beneficial Owner” icon under
“Login” which is available under ‘IDeAS’ section , this will prompt you to
enter your existing User ID and Password. After successful authentication,
you will be able to see e-Voting services under Value added services. Click
on “Access to e-Voting” under e-Voting services and you will be able to
see e-Voting page. Click on company name or e-Voting service provider
i.e. NSDL and you will be re-directed to e-Voting website of NSDL for
casting your vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting.
3. If you are not registered for IDeAS e-Services, option to register is available
at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal”
or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
4. Visit the e-Voting website of NSDL. Open web browser by typing the
following URL: https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have to
enter your User ID (i.e. your sixteen digit demat account number hold with
NSDL), Password/OTP and a Verification Code as shown on the screen.
After successful authentication, you will be redirected to NSDL Depository
site wherein you can see e-Voting page. Click on company name or e-
Voting service provider i.e. NSDL and you will be redirected to e-Voting
website of NSDL for casting your vote during the remote e-Voting period
or joining virtual meeting & voting during the meeting.
5. Shareholders/Members can also download NSDL Mobile App “NSDL
Speede” facility by scanning the QR code mentioned below for seamless
voting experience.

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Individual 1. Users who have opted for CDSL Easi / Easiest facility, can login through
Shareholders their existing user id and password. Option will be made available to reach
holding securities e-Voting page without any further authentication. The users to login Easi
in demat mode /Easiest are requested to visit CDSL website www.cdslindia.com and click
with CDSL on login icon & New System Myeasi Tab and then user your existing my
easi username & password.
2. After successful login the Easi / Easiest user will be able to see the e-Voting
option for eligible companies where the evoting is in progress as per the
information provided by company. On clicking the evoting option, the user
will be able to see e-Voting page of the e-Voting service provider for casting
your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting. Additionally, there is also links provided to
access the system of all e-Voting Service Providers, so that the user can visit
the e-Voting service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at
CDSL website www.cdslindia.com and click on login & New System
Myeasi Tab and then click on registration option.

4. Alternatively, the user can directly access e-Voting page by providing

Demat Account Number and PAN No. from a e-Voting link available on
www.cdslindia.com home page. The system will authenticate the user by
sending OTP on registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able to see the e-
Voting option where the evoting is in progress and also able to directly
access the system of all e-Voting Service Providers.

Individual You can also login using the login credentials of your demat account through
Shareholders your Depository Participant registered with NSDL/CDSL for e-Voting facility.
(holding securities upon logging in, you will be able to see e-Voting option. Click on e-Voting
in demat mode) option, you will be redirected to NSDL/CDSL Depository site after successful
login through their authentication, wherein you can see e-Voting feature. Click on company name
depository or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting
participants website of NSDL for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.

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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User
ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues
related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details

Individual Shareholders holding Members facing any technical issue in login can contact NSDL
securities in demat mode with NSDL helpdesk by sending a request at [email protected] or call at 022
- 4886 7000
Individual Shareholders holding Members facing any technical issue in login can contact CDSL
securities in demat mode with CDSL helpdesk by sending a request at
[email protected] or contact at toll free no. 1800-
21-09911

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual
shareholders holding securities in demat mode and shareholders holding securities in physical
mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is
available under ‘Shareholder/Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a
Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at
https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices
after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast
your vote electronically.
4. Your User ID details are given below :
Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client ID
demat account with NSDL. For example if your DP ID is IN300*** and Client
ID is 12****** then your user ID is
IN300***12******.
b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL. For example if your Beneficiary ID is
12************** then your user ID is
12**************
c) For Members holding shares in Physical EVEN Number followed by Folio Number
Form. registered with the company
For example if folio number is 001*** and EVEN
is 101456 then user ID is 101456001***

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 5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to
login and cast your vote.

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the
‘initial password’ which was communicated to you. Once you retrieve your ‘initial
password’, you need to enter the ‘initial password’ and the system will force you to
change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your
‘initial password’ is communicated to you on your email ID. Trace the email sent
to you from NSDL from your mailbox. Open the email and open the attachment
i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit
client ID for NSDL account, last 8 digits of client ID for CDSL account or folio
number for shares held in physical form. The .pdf file contains your ‘User ID’ and
your ‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned below in process
for those shareholders whose email ids are not registered.

6. If you are unable to retrieve or have not received the “Initial password” or have forgotten your
password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat
account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option
available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at
[email protected] mentioning your demat account number/folio number, your PAN, your
name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on
the e-Voting system of NSDL.

7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the
check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you
are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period
and casting your vote during the General Meeting. For joining virtual meeting, you need to click
on “VC/OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

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 4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of
shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when
prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the
confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned
copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested
specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the
Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].
Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board
Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution /
Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care
to keep your password confidential. Login to the e-voting website will be disabled upon five
unsuccessful attempts to key in the correct password. In such an event, you will need to go through
the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on
www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and
e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com
or call on.: 022 - 4886 7000 or send a request to Mr. Abhijeet Gunjal at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring
user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy
of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self
attested scanned copy of Aadhar Card) by email to [email protected] .
2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit
beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested
scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to
[email protected] .
3. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to
the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting
for Individual shareholders holding securities in demat mode.
4. Alternatively shareholder/members may send a request to [email protected] for procuring user id and
password for e-voting by providing above mentioned documents.

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5. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies,
Individual shareholders holding securities in demat mode are allowed to vote through their demat
account maintained with Depositories and Depository Participants. Shareholders are required to update
their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS
UNDER:-

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above
for remote e-voting.
2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility
and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not
barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However,
they will not be eligible to vote at the AGM.
4. The details of the person who may be contacted for any grievances connected with the facility for
e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE
AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL
e-Voting system. Members may access by following the steps mentioned above for Access to
NSDL e-Voting system. After successful login, you can see link of “VC/OAVM” placed under
“Join meeting” menu against company name. You are requested to click on VC/OAVM link
placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member
login where the EVEN of Company will be displayed. Please note that the members who do not
have the User ID and Password for e-Voting or have forgotten the User ID and Password may
retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid
last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any
disturbance during the meeting.
4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop
connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their
respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to
mitigate any kind of aforesaid glitches.
5. Shareholders who would like to express their views/have questions may send their questions in
advance mentioning their name demat account number/folio number, email id, mobile number at
[email protected] .The same will be replied by the company suitably.

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EXPLANATORY STATEMENT IN RESPECT OF SPECIAL BUSINESSES PURSUANT TO
SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 3:
In terms of Section 204 of the Companies Act, 2013 read with the Rule 9 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the
Company is required to submit along with its Board’s Report/Annual Report, a Secretarial Audit Report, given in the
prescribed form, by a Company Secretary in practice.

Securities and Exchange Board of India (SEBI) had amended SEBI Listing Regulations on December 12, 2024.
Amended Regulations 24A of SEBI Listing Regulations provides specific guidelines for appointing and re-appointing
Secretarial Auditors w.e.f. 1st April, 2025.

Amended Regulations 24A of SEBI Listing Regulations states that, on the basis of recommendation of the Audit
Committee/ Board of Directors, a listed entity shall appoint or re-appoint an individual as a Secretarial Auditor for not
more than 1 (one) term of 5 (five) consecutive years or a Secretarial Audit firm as Secretarial Auditor for not more
than 2 (two) terms of 5 (five) consecutive years, with the approval of its Shareholders in its Annual General Meeting.
Provided that any association of the individual or the firm as the Secretarial Auditor of the listed entity before 31st
March, 2025 shall not be considered for the purpose of calculating the tenure. Further, Secretarial Auditors shall be a
Peer Reviewed Company Secretary.

Accordingly, the Board of Directors in their meeting held on 30th August, 2025, on the recommendation of Audit
Committee, have approved and recommended the appointment of CS Namita Buche, Practicing Company Secretary,
Nagpur (FCS No.: 5522 C. P. No.: 5073), as the Secretarial Auditors of the Company for five years commencing
from FY 2025-2026 till FY 2029- 2030. CS Namita Buche an Associate member of Institute of Company Secretaries
and also a Commerce Graduate. She possess over 10 years of experience in the field of due diligence and handling
compliances under various Corporate Laws, listing agreement; for Initial Public Issues, Rights Issues, Bonus Issues,
Preferential Allotments, etc. CS Namita Buche, after working with a Listed Company, a leading Infrastructure
Company in Nagpur for two years, started her own practice in the field of Corporate Laws. She is also associated with
various groups for providing Corporate Secretarial Services, handling regular secretarial and related matters. The firm
has consistently demonstrated a strong track record in the areas of Corporate Law, Securities Regulations, Foreign
Exchange Management Act (FEMA).

The Secretarial Auditor confirms that they holds a valid peer review certificate issued by the Institute of Company
Secretaries of India and that they have not incurred any disqualifications as specified under the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, approval of shareholders is required for such appointment. CS Namita Buche, a Practicing
Company Secretary have given its consent to act as the Secretarial Auditor of the Company and has also confirmed
that they hold a valid peer review certificate issued by Institute of Company Secretaries of India (‘ICSI’) and they are
not disqualified from being appointed as the Secretarial Auditor.

Board recommends the resolution set out at Item No. 3 of the Notice for approval by the Members by way of an
Ordinary Resolution.

None of the Directors or Key Managerial Personnel of the Company or their relatives are interested or concerned,
financially or otherwise, in the resolution.
By Order of the Board of Directors
For Micropro Software Solutions Limited
Date : 30.08.2025
Place: Nagpur Sd/-
Sulabh Singh Parihar
Company Secretary And Compliance Officer

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 ANNEXURE

DETAILS OF DIRECTOR(S) SEEKING APPOINTMENT AT THE ENSUING ANNUAL

GENERAL MEETING

[Pursuance to the provisions of the Companies Act, 2013 & Regulation 36 (3) of SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015 and Secretarial Standards 2 (SS-2) issued by the Institute
of Company Secretaries of India (ICSI)]

Name of the Directors Mr. Meher Shreeram Pophali

Director Identification Number (“DIN”) 01568099
Date of Birth 20/04/1967
Nationality Indian
Designation Whole-time director
Date of Appointment on Board 29/09/1996
Qualification Master’s degree in Electronics
Brief Profile & Nature of expertise in Mr. Meher Shreeram Pophali has been associated with
specific functional areas the Company since inception. He holds a Master’s
degree in Electronics from Nagpur University. He has
over 30 years of experience in IT industry. Previously
He was associated with HCL Info systems Ltd. He has
a proven track record of successfully leading and
managing teams of various sizes across different
regions.
He is responsible for overseeing the IT infrastructure
Services, marketing, and Enterprise hardware sales
departments. He also works closely with the marketing
team to develop and execute effective marketing
campaigns and strategies that help the company achieve
its sales and revenue targets
Number of Shares held in the Company 1291500

List of Directorships in Other Company NIL

(In Listed Entities)
Chairman / Member in the Committees of NIL
Board of other Companies in which he / she is
the Director (In Listed Entities)
Disclosure of relationships with Directors/ There is no relation between the Directors/ Manager/ Key
Manager/ Key Managerial Personnel Managerial Personnel of the Company and Mr. Meher
Shreeram Pophali

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Notes:

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