To,

The Members Svam Software Limited

Your Directors have pleasure in presenting the 33^rd Annual Report of the Company together with the Audited Accounts for the financial year ended March 31^st, 2025.

There was no change in nature of business of the company during the year 2024-25.

Your Company has delivered another year, during the year company's performance fluctuated as bit however management is working upon to advancement for future year, so that performance would be better.

During the year under review the Company has not accepted or remain unpaid or unclaimed any deposits covered under chapter V of the Companies Act, 2013. Falling within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

There was none of case, which did not comply with the requirements of chapter V of Companies Act, 2013.

In ensuing AGM Ankit Garg [DIN: 10154723 ]director is liable to retire by rotation.

As on 31st March 2025, the Company has no Subsidiary company, Joint-Venture or Associate companies.

There were no significant and material orders passed by the regulators, courts, or tribunals that impact the going concernstatus and company's operations in future.

The company Profit has decreased as compared to last year. Company has tried to enhance shareholder value through sound business decisions, prudent to financial management and high standard of ethics throughout the organization.

The Board of the company has earned profit of Rs. 213,689. DIVIDEND

The Board has not recommended any dividend for the year 2024-25. STATE OF COMPANY'S AFFAIRS

There was no change in states of the company's affairs during the year 2024-25.

There was no material change during the year 2024-25 that affect the financial position of company and therefore no requirement was raised to disclose remedial measures.

Management has overviewed of the industry in respect of our company and observed that there was no important changes in industry during the last year 2024-25 which had impacts on company's performance.

The Authorized Capital of the company is 30, 00, 00,000.00/- and paid up Equity Share Capital as on 31st March, 2025 was 16,88,90,000.00/-@' 10/- per share. There was no change in the capital structure of company and company has not issued any new share or convertible securities during the year 2024-25. The Company not issued shares with differential voting rights nor granted stock options nor sweat equity. Instead of above that the company was not issued any debentures, bonds, warrants or any non-convertible securities during the year 2024-25.

The company has not held any shares in trust for the benefit of employees where the votingrights are not exercised directlyby the employees.

The board of Directors meets time to time to discuss important matters in the interest of company. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

There is a qualification in report of Statutory Auditor which is:-

The detail of any loan or guarantees or securities and investment made during the year 2024-25 covered under the provisions of section 186 of the Companies Act, 2013 given under note 22 to financial statement

The Company's Board has the following mandatory committees:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationships Committee

Details of terms of reference of the Committees, Committee membership and attendance at meetings are provided in theCorporate Governance Report, which forms part of this Annual Report

The Audit Committee of the Company duly constituted by the following members:-

Mr. Malikhan Singh Yadav Chairman

Mr. Rajesh Kumar Vaid Member

Mr. Megha Panchal Member

The Audit committee has three (3) directors as members in the committee from which two third (2/3) of the members were independent directors and all the members of audit committee were financially literate.

During the year F.Y.l*¹ April, 2024 to 31*¹ March, 2025, the Audit Committee met four (4) which are held on 30.05.2024, 12.08.2024, 08.11.2024and 03.02.2025.

The Nomination and Remuneration Committee of the Company duly constituted by the following members:-

Mr. Rajesh Kumar Vaid Mr. Malikhan Singh Yadav Mr. Megha Panchal

Chairman

Member

Member

During the year F.Y.l^st April, 2024 to 31^st March 2025, Nomination and Remuneration Committee met once [1] time dated 03.02.2025.

The Stakeholders' Relationship Committee of the Company duly constituted by the following members: -

During the year F.Y.l^st April, 2024 to 31^st March 2025, Stakeholders'Relationship Committee met once(l) time dated 03.02.2025.

Pursuant to the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, its Committees, as well as the Directors individually.

The outcome of the Board evaluation was discussed by the Nomination & Remuneration Committee and at the Board Meeting held on 03.02.2025and improvement areas were discussed. Details regarding process and criteria for evaluation aregiven in the Report on Corporate Governance, which forms a part of this Annual Report.

AnkitGarg (( DIN: 10154723)) Director is liable to be retire by rotation.

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors report as under:

That in the preparation of the annual accounts, the applicable accounting standards have been followed.

That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

That the Directors have prepared the annual accounts on a going concern basis.

That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

No proceedings are pending under the Insolvency and Bankruptcy Code, 2016 during the year.

Mr. Rajesh Kumar Vaid Mr. Malikhan Singh Yadav Mr. Megha Panchal

Chairman

Member

Member

The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable on the company.

The details in respect of internal financial control and their adequacy are included in the Management Discussion andAnalysis, which is a part of this report

There have been no instances of fraud reported by the Statutory Auditors under Section 143 of the Act read with relevantRules framed there under either to the Company or to the Central Government

During the financial year ended 31st March 2025, all contracts or arrangements or transactions entered into by the Company with related parties were in the ordinary course of business and on an arm's length basis and were in compliance with the applicable provisions of die Companies Act 2013, and the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015 (SEBI Listing Regulations), as applicable. Further, the Company did not enter into any contract or arrangement or transaction with related parties that could be considered material in accordance with the policy of the Company on materiality of related party transactions. FORM AOC-2 annexed in "Annexure A" herewith and forming part of this report

The company needs not to comply with the provisions of Section 135 of Companies act, 2013, as the company does notfall in eligibility ambit of Corporate Social Responsibility initiatives.

The information required to be furnished under section 134 (3)(m) of the Companies Act, 2013 read with the Companies [Accounts) Rules, 2014 relating to Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is annexed in " Annexure B" herewith and forming part of this report

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence. Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

During F.Y. 2024-25, one [1) meeting of the Independent Directors was held on 03.02.2025 The Independent Directors, inter-alia, reviewed the performance of Non-Independent Directors, Board as a whole and Chairman of the Company, taking into account the views of executive directors and non-executive directors.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy and the same has been posted on our website..

DETAILS Ql SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS PR TRIBUNALS

During the year there was no significant and material order passed by any regulators or court or tribunal which would impactthe going concern status and company's operations in future.

AUDITORS REPORTS

GAM S & Associates LLP (FRN N500094) was the statutory auditor of the company for the FY 2024-25. The Independent Auditor Report is annexed herewith.

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 the Company has appointed M/S CS Divya Rani, Practicing Company Secretary(COP No. 26426) to to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as "Annexure C" in the Form MR- 3.

There is no qualification or remarks by Secretarial Auditor, in their report

All the applicable Secretarial Standard were compiled by company during the year 2024-25. Applicable Secretarial Standard-1 and Secretarial Standard-2 took in consideration while meeting of Board of Directors and General meetings are conducted during the year. Secretarial Standard-4 was considered for preparation of Board Report of company during the year 2024-25.

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company http://svamsoftwareltd.in/corporate-announcements/.

The company has complied with the provision relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015, whose further details are given in Report on Corporate Governance.

SECURITIES AND EXCHANGE HOARD OE INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS. 2015

Your Company is committed to maintain the highest standards of Corporate Governance. Your Director adhere to the stipulations set out in the Listing Regulations with the Stock Exchanges and have implemented all the prescribed requirements.

Pursuant to Securities and Exchange Boards of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 ('Listing Regulations') the Corporate Governance Report and the certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance are part of this Annual Report

The declaration signed by the Managing Director affirming compliance with the Code of Conduct by Directors and Senior Management, for the financial year ended March 31, 2025 is given in Report on Corporate Governance, which forms a part of this Annual Report

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal Audit functions reports to the Chairman of the Audit Committee and to Chairman and Managing Director of the Company.

The Internal Audit monitors and evaluates the efficiency and adequacy of internal control systems in the company. It's compliances with operating systems, accounting procedure and policies at all locations of the Company.

M/ Sandeep Kumar Singh & Co Chartered Accountants, (FRN No: 035528N) acts as an Internal Auditor of the Company.

Business Risk Assessment procedures have been set in place for self-assessment of business risks, operating controls and compliance with Corporate Policies. There is an ongoing process to track the evolution of risks and delivery of mitigating action plans.

The Company has paid the Annual Listing Fees so far for the year 2024-25 to BSE, where the Company's Shares arc listed.

ACKNOmEDGEMMT

Your Directors place on record their sincere appreciation of the services rendered by the employees of the Company. They are grateful to shareholders, bankers, depositors, customers and vendors of the company for their continued valued support The Directors look forward to a bright future with confidence.

The statements contained in the Board's Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

Place: Delhi