Annual Report for the year ended 31st March 2026.

ANNUAL REPORT 2025-26 CONTENTS REPORT SECTIONS Notice of 21st Annual 1. Page 1 General Meeting 2. Board of Directors Report Page 36 Management Discussion 3. Page 65 Analysis Standalone Financial 4. Page 72 Statements Consolidated Financial 5. Page 106 Statements PEOPLE | TECHNOLOGY | POSSIBILITIES OCTAWARE TECHNOLOGIES LIMITED Registered Office: 204 Timmy Arcade Makwana Rdmarol Off Kurla Andheri Road Mumbai MH 400059 IN CIN: L72200MH2005PLC153539 Phone: +91 2228293949 Fax: +91 2228293959 Email: compliance@octaware. com Website : www.octaware.com Notice of the 21st Annual General Meeting NOTICE IS HEREBY GIVEN THAT THE 21ST ANNUAL GENERAL MEETING (AGM) OF THE MEMBERS OF OCTAWARE TECHNOLOGIES LIMITED WILL BE HELD ON WEDNESDAY, 30TH SEPTEMBER 2026 AT 3:30 P.M. BY WAY OF VIDEO CONFERENCING/OTHER AUDIO VISUAL MEANS (“VC/OAVM”) TO TRANSACT THE FOLLOWING BUSINESSES. THE VENUE OF THE MEETING SHALL BE DEEMED TO BE REGISTERED OFFICE OF THE COMPANY AT 204, TIMMY ARCADE, MAKWANA RD, MAROL OFF KURLA ANDHERI ROAD, MUMBAI-400 072, MAHARASHTRA ORDINARY BUSINESS: 1. To Receive, Consider and adopt the Audited Standalone Financial Statements and Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March 2026, together with the report of the Board of Directors and the Auditor’s Report thereon. 2. To appoint a Director in place of Mohammed Aslam Qudratullah Khan (DIN: 00016438), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment. 3. Appointment of Statutory Auditors of the Company: To consider and, if thought fit, to pass with or without modification(s), the following as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 139, 141 and 142 and other applicable provisions, if any, of the Companies Act, 2013, and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), pursuant to the recommendation of the Audit Committee and the Board of the Directors of the Company, M/s JBK & Associates, Chartered Accountants, (Firm Registration No. 026227N), be and are hereby appointed as the Statutory Auditors of the Company, to hold office for a consecutive term of five years from the conclusion of this Annual General Meeting till the conclusion of 26th Annual General Meeting of the Company to be held in the year 2031, at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors. OCTAWARE TECHNOLOGIES LIMITED | ANNUAL REPORT 2025-26 1 RESOLVED FURTHER THAT the Board of Directors of the Company, be and are hereby authorized to do all such acts, deeds, matters and things as may be deemed proper, necessary, or expedient, including filing the requisite forms or submission of documents with any authority or accepting any modifications to the clauses as required by such authorities, for the purpose of giving effect to this resolution and for matters connected therewith, or incidental thereto.” SPECIAL BUSINESS: 4. To appoint Ms Divya Mittal, as an Independent Director: To consider and, if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149 and 152 and other applicable provisions, if any, of the Companies Act, 2013 framed thereunder, read with Schedule IV of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, Ms Divya Mittal (DIN: 11902340), who was appointed as an Additional Director of the Company by the Board of Directors w.e.f. 20th August 2026 pursuant to provisions of Section 161 (1) of the Companies Act, 2013 and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting, be and is hereby appointed as a Non-Executive Independent Director of the Company, not subject to retirement by rotation, to hold office for a term of 5 (five) consecutive years commencing from the date of his appointment as Additional Director i.e. 20th August 2026 to 19th August 2031. RESOLVED FURTHER THAT the Board of Directors of the Company, be and are 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.” 5. Appointment of Secretarial Auditors of the Company: To consider and if thought fit, to pass the following Resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to Section 204 and other applicable provisions, if any, of the Companies Act, 2013, Rule 9 of the 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”), other applicable laws/statutory provisions, if any, as amended from time to time, M/s R&D Company Secretaries, Practicing Company Secretaries (Firm Unique Identification Number: P2005DE011200) be and is hereby appointed as the Secretarial Auditor of the Company to hold the office for the first term of five (5) consecutive years from the Financial Year 2025-26 to Financial Year 2029-30 at such remuneration as shall be finalised by the Board of Directors of the Company. OCTAWARE TECHNOLOGIES LIMITED | ANNUAL REPORT 2025-26 2 RESOLVED FURTHER THAT the Board of Directors of the Company or any committee thereof be and is hereby authorised to do all such acts, deeds and things as may be deemed necessary or expedient to give effect to this Resolution.” 6. Appointment of Mr Pradeep Lavania as Director of the Company: To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and pursuant to the Articles of Association of the Company, Mr Pradeep Lavania (DIN: 03556845), who was appointed as an Additional Director of the Company by the Board of Directors with effect from 23rd January 2026 and who holds office up to the date of this Annual General Meeting pursuant to Section 161(1) of the Act, and being eligible for appointment, be and is hereby appointed as a Director of the Company, liable to retire by rotation. RESOLVED FURTHER THAT the Board of Directors of the Company or any committee thereof be and is hereby authorised to do all such acts, deeds and things as may be deemed necessary or expedient to give effect to this Resolution.” 7. Appointment of Mr Alok Ranjan as Director of the Company: To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and pursuant to the Articles of Association of the Company, Mr Alok Ranjan (DIN: 02290342), who was appointed as an Additional Director of the Company by the Board of Directors with effect from 23rd January 2026 and who holds office up to the date of this Annual General Meeting pursuant to Section 161(1) of the Act, and being eligible for appointment, be and is hereby appointed as a Director of the Company, liable to retire by rotation. RESOLVED FURTHER THAT the Board of Directors of the Company or any committee thereof be and is hereby authorised to [Showing first 8,000 characters — download PDF for full document]