Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are herewith enclosing the Annual Report for the Financial Year 2025-2026. The ....

An ISO 9001:2015 & 27001:2022 Certified Company 31 ST ANNUAL REPORT 2025-26 ANNUAL REPORT 2025-26 CONTENTS PAGE NUMBER Notice to Shareholders - 1 Directors' Report - 19 Corporate Governance Report - 38 Management Discussion and Analysis Report - 52 Auditors' Report on Standalone Financial Statement - 55 Standalone Balance Sheet - 62 Standalone Profit and Loss Statement - 64 Standalone Cash Flow Statement - 66 Notes forming part of the Financial Statements - 68 Auditors' Report on Consolidated Financial Statement - 98 Consolidated Balance Sheet - 102 Consolidated Profit and Loss Statement - 104 Consolidated Cash Flow Statement - 106 Notes forming part of the Consolidated Financial Statements - 108 ANNUAL REPORT 2025-26 BOARD OF DIRECTORS Mr.G. Suresh, B.E., M.B.A. Chairman & Managing Director Mrs.S. Latha, B.Sc. Non Executive Women Director Mr.R. Jayaraman, M.Com., CAIIB Independent Director Mr. R. Krishnaswamy, M.Sc, CAIIB Independent Director Mr. G. S. Swaminathan, B.E Independent Director Mr.K. Kathirvel, B.Com. Independent Director Mr.P.S.Subramanian Chief Financial Officer Mr. Harcharan. J Company Secretary & Compliance Officer STATUTORY AUDITORS SECRETARIAL AUDITOR M/s. SPP& Co M/s. LMS & Associates Chartered Accountants Company Secretaries 2nd Floor,CODISSIA- G.D. Naidu Towers, No. 77, 1st Floor, R.K. Mills ‘B’ Colony, Husur Road, Coimbatore – 641018. Peelamedu Pudhur, Coimbatore-641004. REGISTRARS & SHARE TRANSFER AGENTS BANKERS M/s.MUFG Intime India Private Limited State Bank of India “Surya”, 35, Mayflower Avenue, ICICI Bank Limited Behind Senthil Nagar, Sowripalayam Road, HDFC Bank Limited Coimbatore 641 028. Bank of America Kotak Mahindra Bank Limited REGISTERED OFFICE 171, Mettupalayam Road SUBSIDIARY Coimbatore 641 043 CG-VAK Software USA Inc., INDIA 1661, Tice Valley Blvd, CIN: L30009TZ1994PLC005568 Suite#101, Walnut Creek, California – 94595 BRANCH Coimbatore CG-VAK Software USA Inc., S.F.No.174/2, Thiruvalluvar Street, 100, Overlook Centre Vellakinar Pirivu Road, 2nd Floor G.N.Mills Post, Princeton Coimbatore – 641 029. New Jersey - 08540 New Jersey 116, Village Boulevard, Suite No.200, Princeton, New Jersey - 08540, USA ANNUAL REPORT 2025-26 CG-VAK SOFTWARE AND EXPORTS LIMITED CIN : L30009TZ1994PLC005568 Registered Office: 171, Mettupalayam Road, Coimbatore – 641 043 Web:www.cgvak.com, Email Id:investorservices@cgvak.com NOTICE TO SHAREHOLDERS NOTICE is hereby given that the 31st Annual General Meeting of CG-VAK SOFTWARE AND EXPORTS LIMITED will be held on Monday 28th day of September, 2026 at 3.00 PM through Video Conferencing (VC)/Other Audio Visual Means (OAVM), to transact the following businesses: ORDINARY BUSINESS: 1. To receive, consider and adopt the Standalone and Consolidated Audited Financial Statements of the Company for the year ended 31st March, 2026 including audited Balance Sheet as at 31st March, 2026 and the Statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors (“the Board”) and Auditors thereon 2. To declare dividend, if any. 3. To appoint a Director in the place of Mr. G. Suresh (DIN 00600906), who retires by rotation, and being eligible, offers himself for reappointment. SPECIAL BUSINESS: 4. To consider and, if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Schedule IV to the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory modification(s), amendment(s), re-enactment(s) or substitution(s) thereof for the time being in force), and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Vasudevan Kidambi (DIN: 05137700), who was appointed by the Board of Directors as an Additional Director (Independent Category) of the Company with effect from 5th August 2026 pursuant to Section 161 of the Companies Act, 2013 and who holds office up to the date of this Annual General Meeting, and in respect of whom the Company has received a notice in writing under Section 160 of the Act proposing his candidature for the office of Director, and who has submitted a declaration confirming that he meets the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and is eligible for appointment as an Independent Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a first term of five (5) consecutive years commencing from the date of this Annual General Meeting up to the 36th Annual General Meeting”. “RESOLVED FURTHER THAT Mr. G. Suresh, Chairman & Managing Director and/or Mr. P. S. Subramanian, Chief Financial Officer and/or Mr. Harcharan. J, Company Secretary be and are hereby severally authorised to do all such acts, deeds, matters and things and to execute all such documents, filings and writings as may be necessary, desirable or expedient for giving effect to this resolution.” ANNUAL REPORT 2025-26 5. To consider and, if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Schedule IV to the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory modification(s), amendment(s), re-enactment(s) or substitution(s) thereof for the time being in force), and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. S. Muthukumar (DIN: 00758407), who was appointed by the Board of Directors as an Additional Director (Independent Category) of the Company with effect from 5th August 2026 pursuant to Section 161 of the Companies Act, 2013 and who holds office up to the date of this Annual General Meeting, and in respect of whom the Company has received a notice in writing under Section 160 of the Act proposing his candidature for the office of Director, and who has submitted a declaration confirming that he meets the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and is eligible for appointment as an Independent Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a first term of five (5) consecutive years commencing from the date of this Annual General Meeting up to the 36th Annual General Meeting”. “RESOLVED FURTHER THAT Mr. G. Suresh, Chairman & Managing Director and/or Mr. P. S. Subramanian, Chief Financial Officer and/or Mr. Harcharan. J, Company Secretary be and are hereby severally authorised to do all such acts, deeds, matters and things and to execute all such documents, filings and writings as may be necessary, desirable or expedient for giving effect to this resolution.” 6. To consider and, if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Schedule IV to the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosu [Showing first 8,000 characters — download PDF for full document]