SOFCOM
SOFCOM Systems Ltd.
D-36, Subhash Marg,
Flat No. 802,
Sheel Mohar Apartment,
C- Scheme, Jaipur - 302001
Tele:91-141-2340221/2346283
Fax: 91-141-2348019
http://sofcomsystemslimited.com
Email [email protected]
CIN-L72200RJ1995PLC10192
S

May 28, 2026

To,

The General Manager

BSE Limited

P.J. Towers, Dalal Street,

Mumbai – 400 001

Scrip Code – 538923

Dear Sir/Mam,

Sub.: Annual Secretarial Compliance Report for Financial Year 2025-26

Ref: Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with relevant SEBI circulars issued from time to time, please find enclosed herewith Annual Secretarial Compliance Report for the financial year 2025-26.

This is for your information and records.

Thanking you,

For Sofcom Systems Limited

TANVI JAY
RUPAWALA
(Handwritten signature)

Tanvi Jay Rupawala
Managing Director
DIN: 10698868

Deepti & Associates

Company Secretary & Legal Consultant FCS, LL.B.,B.COM(H)

Deepti Grover Khanna

M: 9953640992

Annual Secretarial Compliance Report of

Sofcom Systems Limited

(CIN: L72200RJ1995PLC010192)

For the Financial Year ended March 31, 2026

The Members,

Sofcom Systems Limited

D-36, Subhash Marg, Flat No. 802

Sheel Mohar Apartment, C-Scheme,

Jaipur, Rajasthan, India, 302001

We have conducted the review of the compliance of the applicable statutory provisions and the adherence to good corporate practices by Sofcom Systems Limited having its Registered Office at D-36, Subhash Marg, Flat No. 802 Sheel Mohar Apartment, C-Scheme, Jaipur, Rajasthan, India, 302001. Secretarial Review was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the listed entity's books, papers, minutes books, forms and returns filed and other records maintained by the listed entity and also the information provided by the listed entity, its officers, agents and authorized representatives during the conduct of Secretarial Review, we hereby report that in our opinion, the listed entity has, during the review period covering the financial year ended on March 31, 2026, complied with the statutory provisions listed hereunder and also that the listed entity has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined:

a) all the documents and records made available to me and explanation provided by Sofcom Systems Limited ("the Listed entity"),
b) website of the listed entity,
c) any other document/ filing, as may be relevant, which has been relied upon to make this certification;

D&A Office Add:- 114, ITL Tower B9, Netaji Subash Palace, New Delhi - 110034

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For the year ended March 31, 2026 (“Review Period”) in respect of compliance with the provisions of:

a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued thereunder; and
b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);

The specific Regulations, whose provisions and the circulars/guidelines issued thereunder, have been examined, include: -

a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; Not Applicable as no securities were bought back during the Period under review
e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; Not Applicable as no such scheme was introduced for Employees during the Period under review
f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not Applicable as no Debt securities are listed or issued by the Company during the Period under review
g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2021; Not Applicable as no such securities are issued or listed by the Company during the Period under review
h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
i) 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;
j) SEBI (Delisting of Equity Shares) Regulations, 2021; Not applicable for the review period
k) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

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and circulars/ guidelines issued there under;

And based on the above examination and confirmation received from management of the Company as and wherever required, I hereby report that, during the Review Period the compliance status of the listed entity is appended as below:

a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below (Table a): -

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Sr No.	Compliance Requirement (Regulations/ circulars/guidelines including specific clause)	Regulations/ Circular No.	Deviations	Action Taken by	Type of Action (Advisory / Clarification / Fine/ Show Cause Notice/ Warning etc.)	Details of Violation	Fine Amount	Observations/ Remarks of the Practicing Company Secretary (PCS)	Management Response	Remarks
1	As per Regulation 33 of SEBI (LODR) Regulations, 2015 Audited Financial Results along with auditor report for the year ended is require to be filed with Stock Exchange	Regulation 33 of SEBI (LODR) Regulations, 2015	There was a delay in Filing Consolidated Cash Flow Statement for the quarter, & year ended on 31.03.2025	BSE	Fine	The Company has submitted the Consolidated Cash Flow Statement with BSE under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on June 20, 2025, in respect of the quarter and financial year ended March 31, 2025, as against the prescribed due date of May 30, 2025.	Rs. 1,12,100 / including GST.	The Company has submitted the Consolidated Cash Flow Statement with BSE under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on June 20, 2025, in respect of the quarter and financial year ended March 31, 2025, as against the prescribed due date of May 30, 2025.	The company has duly paid Fine of Rs. 1,12,100/- and compliance officer will ensure timely filing to the Exchange in future.	-
2	Pursuant to Regulation 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, read with Notice No. 20241018-44 dated October	Regulation 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 read with Notice No. 20241018-44 dated	There was a delay in filing of SDD Certificate for the quarter ended on 30.06.2025	-	-	The company has submitted SDD Certificate under Regulation 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 with BSE	-	The company has submitted SDD Certificate under Regulation 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 with	The company will take Extra precautions for avoidance of such non-compliance.

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	issued by BSE Limited, the Company is required to submit a Structured Digital Database (SDD) compliance certificate to the Stock Exchange within 30 days from the end of each quarter	2024				ended on June 30, 2025, it was filed on 03.09.2025 for which due date was 21.07.2025		quarter ended on 30.06.2025, it was filed on 03.09.2025 for which due date was 21.07.2025
3	As per Regulation 27(2) of SEBI (LODR) Regulations, 2015 read with Circular No. SEBI/HO/CF D/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024 Integrated Governance Report needs to be filed for each quarter to stock exchange	Regulation 27(2) of SEBI (LODR) Regulations, 2015	There was a delay in filing of integrated governance report for the quarter ended on 30.06.2025	-	-	The Company has submitted the integrated governance report with BSE under Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on August 15, 2025, in respect of the quarter ended June 30, 2025, as against the prescribed due date of July 30, 2025.	-	The Company will take Extra precautions for avoidance of such non-compliance.	-
4	As per Regulation 47 of SEBI (LODR) Regulations, 2015 listed entity needs to publish an advertisement in the newspaper, within forty-eight hours of conclusion of the meeting of	Regulation 47 of SEBI (LODR) Regulations, 2015	There was a delay in making Newspaper Advertisement pertaining to Unaudited Financial Results for the quarter ended on 30.06.2025	-	-	The Company has published advertisement in the newspaper under Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on August 19, 2025, in	-	The Company will take Extra precautions for avoidance of such non-compliance.	-

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	board of directors at which the financial results were approved					respect of the Unaudited Financial Results for the quarter ended on June 30, 2025, as against the prescribed due date of August 16, 2025.		respect of the Unaudited Financial Results for the quarter ended on June 30, 2025, as against the prescribed due date of August 16, 2025.
3	As per Regulation 13(3) of SEBI (LODR) Regulations, 2015 read with Circular No. SEBI/HO/CF D/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024, Statement on Shareholder Complaint needs to be filed for each quarter to stock exchange	Regulation 13(3) of SEBI (LODR) Regulations, 2015 read with Circular No. SEBI/HO/CF D/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024	There was a delay in Filing Statement on Shareholder Complaint for the quarter, ended on 30.06.2025	BSE	Fine	The Company has submitted the Statement on Shareholder Complaint with BSE under Regulation 13(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on August 15, 2025, in respect of the quarter ended June 30, 2025, as against the prescribed due date of July 30, 2025.	Rs. 18,880/ Including GST.	The Company has submitted the Statement on Shareholder Complaint with BSE under Regulation 13(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on August 15, 2025, in respect of the quarter ended June 30, 2025, as against the prescribed due date of July 30, 2025.	The company has duly paid Fine of Rs. 18,880/- and compliance officer will ensure timely filing to the Exchange in future.
6	As per Regulation 31(1)(b) of SEBI (LODR) Regulations, 2015 Shareholding Pattern needs to be submitted within twenty-one days from the end of the quarter with stock exchange	Regulation 31(1)(b) of SEBI (LODR) Regulation, 2015	There was a delay in filing of Shareholding Pattern for the quarter ended on 30.06.2025	BSE	Fine	The Company has submitted the Shareholding Pattern with BSE under Regulation 31(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on August 18, 2025, in respect of the quarter ended June 30, 2025,	Rs. 66,080/- Including GST.	The Company has submitted the Shareholding Pattern with BSE under Regulation 31(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on August 18, 2025, in respect of the quarter ended	The company has duly paid Fine of Rs. 66,080/- and compliance officer will ensure timely filing to the Exchange in future.

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7						as against the prescribed due date of July 21, 2025.		June 30, 2025, as against the prescribed due date of July 21, 2025.
	As per Regulation 44(3) of SEBI (LODR) Regulations, 2015 Voting Result of General Meeting needs to be submitted within two working days to stock exchange	Regulation 44(3) of SEBI (LODR) Regulation, 2015	There was a delay in filing of Voting Result of Annual General Meeting of the Company held on September 29, 2025	BSE	Fine	The Company has submitted the Voting Result with BSE under Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on October 04, 2025, as against the prescribed due date of October 01, 2025.	Rs. 11,800/- Including GST.	The Company has submitted the Voting Result with BSE under Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on October 04, 2025, as against the prescribed due date of October 01, 2025.	The company has duly paid Fine of Rs. 11,800/- and compliance officer will ensure timely filing to the Exchange in future.	-

b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder insofar as it appears from my/our examination of those records

c) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:

Sr. No.	Action taken by	Details of violation	Details of action taken E.g. fines, warning letter, debarment, etc	Observations/ remarks of the Practicing Company Secretary, if any.
NOT APPLICABLE

d) The listed entity has taken the following actions to comply with the observations made in previous reports (Table b):

Sr. No.	Observations/ Remarks of the Practicing Company Secretary (PCS) in the previous reports)	Observations made in the Secretarial Compliance report for the year ended March 31, 2025	Compliance Requirement (Regulations/ circulars/ guidelines including specific clause)	Details of violation / Deviations and actions taken / penalty imposed, if any, on the listed entity	Remedial actions, if any, taken by the listed entity	Comments of the PCS on the actions taken by the listed entity

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1	The company has submitted Shareholding Pattern under 31(1)(b) of SEBI (LODR) Regulations, 2015 with BSE for the quarter ended on 30.06.2024, it was filed on 02.08.2024 for which due date was 21.07.2024.	The company has submitted Shareholding Pattern under 31(1)(b) of SEBI (LODR) Regulations, 2015 with BSE for the quarter ended on 30.06.2025, it was filed on 02.08.2024 for which due date was 21.07.2024.	As per Regulation 31(1)(b) of SEBI (LODR) Regulations, 2015 Shareholding Pattern needs to be filed for each quarter to stock exchange.	The Shareholding Pattern for the quarter ended June 30, 2024, was filed on August 2, 2024, subsequent to the prescribed due date of July 21, 2024.	The company has duly paid the fine of Rupees 25,960/- and compliance officer will ensure the timely compliance to the exchange in future.	The company has remitted the fine amount and is taking all necessary measures to ensure such non-compliance does not incur in the future.
2	The company has submitted Voting Results of Annual General Meeting under Regulation 44(3) of SEBI (LODR) Regulations, 2015 with BSE on 26.09.2024 which was due on 25.09.2024	The company has submitted Voting Results of Annual General Meeting under Regulation 44(3) of SEBI (LODR) Regulations, 2015 with BSE on 26.09.2024 which was due on 25.09.2024	As per Regulation 44(3) of SEBI (LODR) Regulation, 2015 Voting Results of General Meeting needs to be filed in two working days to stock exchange"	The Voting Results of Annual General Meeting under Regulation 44(3) of SEBI (LODR) Regulations, 2015 was filed on September 26, 2024, subsequent to the prescribed due date of September 25, 2024.	The company has duly paid the fine of Rupees 11,800/- and compliance officer will ensure the timely compliance to the exchange in future.	The company has remitted the fine amount and is taking all necessary measures to ensure such non-compliance does not incur in the future.
3	The company has published Financial Results for the Quarter and Year ended on March 31, 2024 in the newspaper on 19.07.2024 which was due on 18.07.2024	The company has published Financial Results for the Quarter and Year ended on March 31, 2024 in the newspaper on 19.07.2024 which was due on 18.07.2024	As per Regulation 47 of SEBI (LODR) Regulations, 2015 Financial Results shall be published in the newspaper within 48 hours of the conclusion of the meeting of the board of directors at which the financial results were approved.	The publication of the financial results for the quarter and year ended March 31, 2024, was made on July 19, 2024, which was subsequent to the prescribed due date of July 18, 2024.	The company will take Extra precautions for avoidance of such non-compliance.	The company is taking all necessary measures to ensure such non-compliance does not incur in the future.
4	After the resignation of Mr. Nirav Rohitkumar Shah (DIN: 07246610), Independent Director on December 22, 2023, board does not comprise of requisite number of independent directors up to July 16, 2024.
Mr. Denish Shashikant Marwadi, Mr. Karan Jayeshchandra Bhagatwala, Mrs. Tanvi Jay Rupawala and Mr.	After the resignation of Mr. Nirav Rohitkumar Shah (DIN: 07246610), Independent Director on December 22, 2023, board does not comprise of requisite number of independent directors up to July 16, 2024.
Mr. Denish Shashikant Marwadi, Mr. Karan Jayeshchandra Bhagatwala, Mrs. Tanvi Jay Rupawala and Mr.	As per Regulation 17(1)(b) of SEBI (LODR) Regulations, 2015 where the chairperson of the listed entity is executive director, at least half of the board of directors shall comprise of independent directors.	The constitution of the Company's Board was not in compliance with Regulation 17(1)(b) of SEBI (LODR) Regulations, 2015, for the period from December 22, 2023, to July 16, 2024.	The company has duly paid the fine of Rupees 88,500/- and compliance officer will ensure the timely compliance to the exchange in future.	The company has remitted the fine amount and is taking all necessary measures to ensure such non-compliance does not incur in the future.

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| | Jitendrabhai
Kansariwala were appointed as independent director on July 16, 2024 to comply with regulation. | Jitendrabhai
Kansariwala were appointed as independent director on July 16, 2024 to comply with regulation. | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| 5 | After the resignation of Mr. Nirav Rohitkumar Shah (DIN: 07246610), Independent Director on December 22, 2023, Audit committee does not comprise of requisite number of independent directors up to July 16, 2024.

Mr. Denish Shashikant Marwadi, Mr. Karan Jayeshchandra Bhagatwala, Mrs. Tanvi Jay Rupawala and Mr. Jitendrabhai Kansariwala were appointed as independent director on July 16, 2024 to comply with regulation. | After the resignation of Mr. Nirav Rohitkumar Shah (DIN: 07246610), Independent Director on December 22, 2023, Audit committee does not comprise of requisite number of independent directors up to July 16, 2024.

Mr. Denish Shashikant Marwadi, Mr. Karan Jayeshchandra Bhagatwala, Mrs. Tanvi Jay Rupawala and Mr. Jitendrabhai Kansariwala were appointed as independent director on July 16, 2024 to comply with regulation. | As per Regulation 18(1) of SEBI (LODR) Regulations, 2015 Audit Committee shall comprise of at least three directors and two-thirds of the members of audit committee shall be independent Directors | The constitution of the Company's Audit committee was not in compliance with Regulation 18(1) of SEBI (LODR) Regulations, 2015, for the period from December 22, 2023, to July 16, 2024. | The company has duly paid the fine of Rupees 35,400/- and compliance officer will ensure the timely compliance to the exchange in future. | The company has remitted the fine amount and is taking all necessary measures to ensure such non-compliance does not incur in the future. |
| 6 | After the resignation of Mr. Nirav Rohitkumar Shah (DIN: 07246610), Independent Director on December 22, 2023, The composition of Nomination and remuneration committee does not comply with as per Regulation 19(1) of SEBI (LODR) Regulations, 2015

Mr. Denish Shashikant Marwadi, Mr. Karan Jayeshchandra Bhagatwala, Mrs. Tanvi Jay Rupawala and Mr. Jitendrabhai Kansariwala were appointed as independent director on July 16, 2024 to comply with regulation. | After the resignation of Mr. Nirav Rohitkumar Shah (DIN: 07246610), Independent Director on December 22, 2023, The composition of Nomination and remuneration committee does not comply with As per Regulation 19(1) of SEBI (LODR) Regulations, 2015

c) we hereby report that, during the review period the Maintenance status of the listed entity with the following requirements:

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Sr No	Particulars	Compliance Status (Yes/ No/NA)
1.	Secretarial Standards:
The compliances of the listed entity are in accordance with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India (ICSI).	Yes	-
2.	Adoption and timely updation of the Policies:
• All applicable policies under SEBI Regulations are adopted with the approval of board of directors of the listed entities.
• All the policies are in conformity with SEBI Regulations and have been reviewed & updated on time, as per the regulations/ circulars/guidelines issued by SEBI.	Yes	-
3.	Maintenance and disclosures on Website:
• The listed entity is maintaining a functional website.
• Timely dissemination of the documents/ information under a separate section on the website.
• Web-links provided in annual corporate governance reports under Regulation 27(2) are accurate and specific which redirects to the relevant document(s)/section of the website.	No	During the period under review, it was observed that certain documents/ disclosures required to be hosted on the website of the Company under Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were not uploaded on the website of the Company within the prescribed timelines.
4.	Disqualification of Director(s):
None of the director(s) of the listed entity is/ are disqualified under Section 164 of Companies Act, 2013 as confirmed by the listed entity.	Yes	-
5.	Details related to subsidiaries of listed entities have been examined w.r.t.:
(a) Identification of material subsidiary companies.
(b) Disclosure requirement of material as well as other subsidiaries.	Yes	-
6.	Preservation of Documents:
The listed entity is preserving and maintaining records as prescribed under SEBI Regulations and disposal of records as per policy of preservation of documents and archival policy prescribed under SEBI LODR Regulations, 2015.	Yes	-
7.	Performance Evaluation:
The listed entity has conducted performance evaluation, board, independent directors and the committees at the start of every financial year during the financial year as prescribed in SEBI Regulations.	Yes	-

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| 8. | Related Party Transactions:
(a) The listed entity has obtained prior approval of audit committee for all related party transactions;
(b) In case no prior approval obtained, the listed entity shall provide detailed reasons along with confirmation whether the transactions were subsequently approved/ratified/rejected by the audit committee. | Yes | - |
| --- | --- | --- | --- |
| 9. | Disclosure of events or information:
The listed entity has provided all the required disclosure(s) under Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015 within the time limits prescribed thereunder. | Yes | Except as mentioned in Table (a) of this report |
| 10. | Prohibition of Insider Trading:
The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015. | No | There was a delay in recording certain entries in the Structural Digital Database; however, they were subsequently captured at a later stage. |
| 11. | Actions taken by SEBI or Stock Exchange(s), if any:
No action(s) has been taken against the listed entity/ its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under SEBI Regulations and circulars/ guidelines issued thereunder (or) The actions taken against the listed entity/ its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges are specified in the last column. | Yes | As provided in Table (a) of said report |
| 12. | Resignation of statutory auditors from the listed entity or its material subsidiaries:
In case of resignation of statutory auditor from the listed entity or any of its material subsidiaries during the financial year, the listed entity and / or its material subsidiary(ies) has / have complied with paragraph 6.1 and 6.2 of section V-D of chapter V of the Master Circular on compliance with the provisions of the LODR Regulations by listed entities. | Yes | - |
| 13. | Additional non-compliances, if any:
No additional non-compliances observed for any SEBI regulation/circular/guidance note etc. except as reported above. | Yes | As provided in Table (a) of said report |

Assumptions & Limitation of scope and Review:

Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.

Our responsibility is to certify based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.

We have not verified the correctness and appropriateness of Financial Records and Books of Accounts of the listed entity.

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This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.

For Deemtier Associates
Practicates Compass Secretaries

Deept. 1000
Proprietor
FCS. No. 7654 | C.P.: 17546
FRN: S2016DE438900
UDIN: F007654H000524599

Date: May 28, 2026
Place: New Delhi

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