Annual Report for the 38th AGM for FY 2025-26

: L701o2wB1e8ffij55! *.CO OT''CT 148, CAN1AC STREET K,i o;' Ll K;i A- Ti3 A 700017 lNDlt' - ^^-. @l-"fiH,fi,H'$ 4o6e 51oo / 4065 0374 FAx 91-33-4001 6766 Email : info@lnsel com Website www lnsel'com 04th SePtember'2026 The SecretarY Limited Towers Phiroze JeeieebhoY Dalal Street Mumbai-400 Dear Sir /Madam' '-':- to be held on Tuesday' 29th 'rharlrrled 'ilrj]$"tfi#:H':ilt'd\;#:::' H""il:If ::H:*[lH;:ff with the relevant .. r.ror\ ffiane;;.,a of lndia (sEBl)' Disclosure the SEBI (Listing Obligations ^:lO of the ln terms of Regulation 34(L)- (a) -o;fr " r,"r"rii,i thl Rnnual-.*roorr 2,t5,y: *e '-n crosing neguiations, ot y't:::.:t;[ ,HfiHI R coe mqu pi r ae nm v e f n o t rs tt h e' il tffi i"'? "u-'o's-,2 u ry ru 45 ffil:' jr;ij:,s**l;:1"'ffi.1-]?ff'Jl;;;'pa*icpan,s *T:","T:T:JT website at www'lnsel'co-!0 on the company's The above said Annuar Report is also ava*abre KindlY take the same on record' Thanking You' Y #ou ,-rs ; ;tr 'u il ,Y e, e softwares (ExPorts) Ltd L"tC" t-ag & N*a $*lf#arffi {H:q;l*rtsi t^"ilr -ur-.t*v *ir*eior ArPita GuPta (Director) m:H:JJl?:,,,.g,4thFloor,Block-GP,Sector.V,Salt.j*.,*o,*.,a-700091.Ph:(033)40695180/8, ( 1 ) BOARD OF DIRECTORS : MAHESH GUPTA - Chief Executive Officer & Managing Director SAGAR MAL GUPTA - Non-Executive Director ARPITA GUPTA - Non-Executive Director MILAN GARG - Independent Director TAPANDHAR MAZUMDAR - Independent Director SUMITA MAHADEVAN - Independent Director (up to 13.08.2026) KIRRTI LAHOTI - Independent Director (w.e.f 13.08.2026) KEY MANAGERIAL PERSONNEL : VIKASH SINGH - Chief Financial Officer PRITIKA GUPTA - Company Secretary (Resigned on 25.11.2025 & Re-appointed w.e.f 03.02.2026) AUDITORS : N.H AGRAWAL & ASSOCIATES CHARTERED ACCOUNTANTS BANKERS : ICICI BANK LTD. INDUSIND BANK LTD RBL BANK LTD REGISTERED OFFICE : 14B, CAMAC STREET, KOLKATA - 700 017 TEL: 033-40650374 EMAIL: investors@lnsel.com, WEBSITE: www.lnsel.com SOFTWARE DEVELOPMENT : SOFTWARE TECHNOLOGY PARK CENTRE SALTLAKE ELECTRONICS COMPLEX BLOCK ‘GP’, SECTOR - V SDF BUILDING, 4TH FLOOR BIDHANNAGAR, KOLKATA – 700 091 REGISTRAR & SHARE : MAHESHWARI DATAMATICS PVT. LTD. TRANSFER AGENTS 23, R. N. MUKHERJEE ROAD, 5TH FLOOR KOLKATA - 700 001, TEL: (033) 22435029, EMAIL: contact@mdplcorporate.com CORPORATE IDENTITY NUMBER (CIN) : L70102WB1988PLC045587 ( 2 ) CONTENTS Particulars Page No. Notice of Annual General Meeting 4-19 Management Discussion and Analysis 20-26 Board’s Report 27-39 Annexure to Board’s Report 40-66 Chief Executive Officer (CEO) / Chief Financial Officer (CFO) 67-69 Certification Independent Auditors’ Report – Standalone Financial Statements 70-81 Standalone Balance Sheet 82 Standalone Statement of Profit and Loss 83 Standalone Cash Flow Statement 84 Standalone Notes to Accounts 85–118 Independent Auditors’ Report – Consolidated Financial 119-126 Statements Consolidated Balance Sheet 127 Consolidated Statement of Profit and Loss 128 Consolidated Cash Flow Statement 129 Consolidated Notes to Accounts 130–169 ( 3 ) LEE & NEE SOFTWARES (EXPORTS) LIMITED REGISTERED OFFICE: 14B, CAMAC STREET, KOLKATA - 700 017 TEL: 033-40650374 EMAIL: investors@lnsel.com, WEBSITE: www.lnsel.com CIN: L70102WB1988PLC045587 NOTICE OF THE ANNUAL GENERAL MEETING NOTICE is hereby given that the 38th ANNUAL GENERAL MEETING (“AGM”) of LEE & NEE SOFTWARES (EXPORTS) LIMITED will be held on Tuesday, the 29th September, 2026 at 11:00 A.M. through Video Conferencing (VC)/ Other Audio-Visual Means (OAVM) to transact the following businesses: - ORDINARY BUSINESS: 1. Adoption of Financial Statements To receive, consider and adopt: a) The Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026, including audited Balance Sheet and Profit and Loss account as on March 31, 2026, along with Cash Flow Statement on that date together with the reports of the Board of Directors and Auditors thereon and; b) The Audited Consolidated Financial Statements of the Company together with the Report of the Auditors thereon for the Financial Year ended March 31, 2026. 2. To re-appoint the retiring Director Mr. SAGAR MAL GUPTA (DIN 00536428), who retires by rotation and, being eligible, offers himself for re-appointment. SPECIAL BUSINESS: 3. TO APPROVE THE APPOINTMENT OF MRS. KIRRTI LAHOTI (DIN: 03440885) AS A NON-EXECUTIVE & INDEPENDENT DIRECTOR. To consider and, if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (the Act) and the Companies (Appointment and Qualifications of Directors) Rules, 2014, and Regulation 25 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and on the basis of recommendations of the Nomination and Remuneration Committee, Mrs. KIRRTI LAHOTI (DIN: 03440885), who was appointed as an Additional Director Non-Executive & Independent Director of the Company with effect from 13th August, 2026, by the Board of Directors at its meeting held on 13th August, 2026, in terms of Section 161 of the Companies Act, 2013 and who has submitted a declaration that she meets the criteria for independence as provided in Section 149(6) of the Act and Regulation 16(1)(b), 17 and other applicable regulations of the Listing Regulations, be and is hereby appointed as a Non- Executive & Independent Director of the Company to hold office for five (5) consecutive years with effect from 13th August, 2026, and shall not be liable to retire by rotation hereinafter in accordance with the provisions of the Act. “RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.” ( 4 ) 4. TO APPROVE THE REVISION IN THE REMUNERATION OF MR. MAHESH GUPTA (MANAGING DIRECTOR & CEO ): To consider and, if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 197, 198, Schedule V and other applicable provisions, if any, the Companies Act, 2013 (“Act”) and the rules made thereunder, the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any amendment(s) thereto or re-enactment(s) thereof, for the time being in force, based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company (“Board”), approval of the members of the Company be and is hereby accorded for the increase in the remuneration of Mr. Mahesh Gupta (DIN: 01606647), Managing Director & Chief Executive Officer of the Company, from Rs. 1,00,000/- (Rupees One Lakh only) per month to Rs. 1,50,000/- (Rupees One Lakh Fifty thousand only) per month, effective from 1st October 2026, as approved by the Board of Directors in its meeting held on 13th August 2026, “RESOLVED FURTHER THAT all other terms and conditions of his appointment shall remain unchanged and that the above remuneration shall be paid as minimum remuneration in the event of absence or inadequacy of profits in any financial year during the currency of his tenure, in accordance with the applicable provisions of Schedule V of the Companies Act, 2013.” “RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally authorized to do all such acts, deeds, matters and things as may be necessary or expedient to give effect to this resolution and to file necessary forms with the Registrar of Companies.” By order of the Board For LEE & NEE SOFTWARES (EXPORTS) LTD. 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