Dear Members,
Your Directors have immense pleasure in presenting the Thirty Eighth
Annual Report together with the Audited Statement of Accounts, highlighting the business
operations and financial results for the Financial Year ended March 31, 2026.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
(STANDALONE AND CONSOLIDATED)
The summarized standalone and consolidated results of your Company and
its subsidiaries are given in the table below:
Based on Standalone Financial Statements, the performance of the
Company is as follows:
(Rupees in Lakhs)
| Particulars |
2025-26 |
2024-25 |
Total Revenue |
2544.72 |
5786.06 |
Profit before Finance Charges, Tax,
Depreciation/Amortization (PBITDA) |
(2347.10) |
1078.79 |
Less: Finance Charges |
90.93 |
9.67 |
Profit before Depreciation/Amortization
(PBTDA) |
(2438.03) |
1069.12 |
Less: Depreciation |
554.78 |
355.08 |
Profit before Taxation (PBT) |
(2992.81) |
714.04 |
Profit/(Loss) after Taxation (PAT) from
Continuing operation |
(2940.75) |
696.25 |
Based on Consolidated Financial Statements, the performance of the
Company is as follows:
(Rupees in Lakhs)
| Particulars |
2025-26 |
2024-25 |
Total Revenue |
2560.47 |
5791.02 |
Profit before Finance charges, Tax,
Depreciation/Amortization (PBITDA) |
(2210.89) |
1419.09 |
Less: Finance Charges |
84.97 |
9.67 |
Profit before Depreciation/Amortization
(PBTDA) |
(2295.86) |
1409.42 |
Less: Depreciation |
554.78 |
445.87 |
Profit before Taxation (PBT) |
(2850.64) |
963.55 |
Profit/(Loss) after Taxation (PAT) |
(2859.16) |
855.06 |
2. STATE OF COMPANY?S AFFAIRS
The fiscal 26 has been a dismal and disappointing financial performance
.We have ofcourse had several good developments that continue to vindicate our long term
strategy execution. For example we have enhanced India?s digital payment platforms to
process at levels not known before, and we continue to build successfully our brand and
recognition globally. The company was recognized by Nasscom, the major industry body,
during this fiscal year.
Financial consolidation
The company continues to be on a sound financial foundation even after
poor financial performance of FY 26.
The company?s investment in its subsidiary Paypermint, which is
being used to build an asset that has significant marketable value, is now profitable.
The company is committed to pursue cash flow focused strategy to help
meet its short term to long term growth.
Margins analysis
The standalone net revenue for the financial year 2025-2026 stood at
Rs. 2544.72 Lacs as compared to the previous financial year, which was Rs. 5786.06 Lacs.
On a standalone basis, the Company?s Standalone profit/(loss) before tax stood at Rs.
(2992.81) Lacs in the financial year 2025-26, vis-?-vis Rs. 714.04 Lacs in the previous
year. The Revenues of the company declined owing to longer sales cycle than anticipated.
On a consolidated basis, the Company?s profit/(loss) before tax
stood at Rs. (2850.64) Lacs in the financial year 2025-2026, vis-?- vis Rs. 963.55 Lacs
in the previous year.
The total standalone capital employed decreased from Rs. 8185.25 Lacs
in 2024-2025 to Rs. 5280.14 Lacs in 2025-26.
Ratio Analysis
The improvement in the Key Financial ratios is indicative of the
improved performance and treasury management of the company. The Company has been able to
improve it operations by reducing its Net Loss and returns on Equity & Capital
employed exponentially. Efficient treasury management has led to improved treasury
Management.
| Ratio |
MARCH 31, 2026 |
MARCH 31, 2025 |
Variance |
| Current Ratio (in times) |
1.93 |
4.31 |
-55% |
| Return on equity ratio (in %) |
-56% |
11% |
-591% |
| Trade receivables turnover ratio (in times) |
4.46 |
6.40 |
-30% |
| Trade payables turnover ratio (in times) |
12.26 |
8.14 |
51% |
| Net capital turnover ratio (in times) |
2.93 |
2.00 |
47% |
| Net profit ratio (in %) |
-117% |
12% |
-1072% |
| Return on Networth (in %) |
-56% |
11% |
-591% |
| Return on Investments (in %) |
-44% |
12% |
-469% |
• Economic Scenario, Outlook, and Strategy
The industry scenario, industry outlook and the company strategy has
been extensively covered in the MD & CEO?s message, the market opportunity and
the Management Discussion and Analysis presented in the earlier sections of this Annual
Report.
3. TRANSFER TO RESERVES
The Directors do not propose to transfer any amount to the General
Reserves.
4. CHANGES IN SHARE CAPITAL
During the year under review, the authorised share capital of the
Company stood at Rs. 4,500.00 Lakhs comprising of 4,00,00,000 Equity Shares of Rs. 5/-
each and 25,00,000 Preference Shares of Rs. 100/- each. The paid-up capital of the Company
stood at Rs. 1,291.56 Lakhs, comprising of 2,58,31,211 equity shares of Rs. 5/- each.
During the year under review, the Company did not issue any equity
shares or preference shares. Further, the Company did not undertake any rights issue,
bonus issue, preferential allotment, private placement, qualified institutions placement,
or any other form of capital issuance.
5. CHANGE IN NATURE OF BUSINESS, IF ANY
During the year, there was no change in the nature of business of the
Company and the Company continues to concentrate on its own business.
6. DIVIDEND
The Board has decided to retain the entire earnings within the Company;
hence no dividend is recommended for the financial year ended 31st March, 2026.
7. DETAILS OF BOARD MEETING
During the Financial Year Five Board Meetings were held, details of
which are given below:
| Date of the meeting |
Number of Directors attended the meeting |
| April 30th,2025 |
5 |
| July 22nd, 2025 |
6 |
| September 25th,2025 |
4 |
| November 05th, 2025 |
5 |
| January 21st, 2026 |
6 |
The maximum time gap between any two consecutive meetings did not
exceed 120 (One Hundred and Twenty) days.
8. COMMITTEES OF THE BOARD
The Board has constituted various Committees in accordance with the
provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and other applicable regulatory requirements. These
Committees play a significant role in strengthening the corporate governance framework of
the Company by focusing on specific areas and facilitating effective and timely
decision-making.
a. Audit Committee
The Audit Committee of the Board has been constituted in accordance
with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations"). The composition of the Audit Committee as on March 31, 2026
was as under:-
| Name |
DIN |
Category |
| Cedarampattu Subramanian Mohan (Chairman) |
01308472 |
Non- Executive & Independent Director |
| Mr. Rajasekar Ramaraj |
00090279 |
Non- Executive & Non- Independent
Director |
| Mr. Peter Sweers |
10366047 |
Non- Executive & Independent Director |
The Company Secretary of your Company acts as the Secretary to the
Audit Committee. The terms of reference of the Audit Committee have been provided in the
Corporate Governance Report forming part of this Report. During the Financial Year, the
committee had met Four times as on April 30th 2025, July 22nd 2025, November 05th 2025 and
January 21st 2026.
Recommendation by audit committee:
There were no such instances where the recommendation of audit
committee has not been accepted by the Board during the financial year under review.
Vigil Mechanism/Whistle blower Mechanism
Your Company puts top priority to adherence to the Codes of Conduct and
to achieve at par with the highest standards of ethical, moral, and legal conduct of
business operations and henceforth encourage its employees to bring ethical and legal
violations they are aware of to an internal authority without fear of punishment or unfair
treatment so that action can be taken immediately to resolve the problem. A Vigil (Whistle
Blower) Mechanism provides a channel to the employees and Directors to report to the
management concerns about unethical behaviour, actual or suspected fraud or violation of
the Codes of Conduct or policy. The mechanism also provides for adequate safeguards
against victimization of Directors or employees or any other person to avail of the
mechanism and also provide for direct access to the Chairman of the Audit Committee. Thus,
minimization of organization?s exposure to the damage that can occur when employees
circumvent internal mechanisms is the main objective which neither release employees from
their duty of confidentiality in the course of their work, or can it be used as a route
for raising any malicious allegations against people in authority and / or colleagues in
general. Your company has given affirmation that no personnel have been denied access to
the Audit Committee.
Your Company has formulated a codified Whistle Blower Policy
incorporating the provisions relating to Vigil Mechanism in terms of Section 177 of the
Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, 2015. Further, no
complaints were reported under the Vigil Mechanism during the year.
The Company?s Whistle Blower Policy is available on the
company?s website at https://www.rssoftware.com/rswordpress/wp-content/
uploads/2022/04/vigilmechanismpolicy-rssoftware-Nov29.pdf
b. Nomination & Remuneration Committee
The Board of Directors of your Company has constituted a Nomination and
Remuneration Committee in accordance with the provisions of Section 178 of the Companies
Act, 2013 read with Regulation 19 of SEBI Listing Regulations, 2015. The composition of
the Committee as on March 31, 2026 was as under:-
| Members |
DIN |
Category |
| Mr. Peter Sweers (Chairman) |
10366047 |
Non- Executive & Independent Director |
| Mr. Richard Nicholas Launder |
03375772 |
Non- Executive & Non-Independent Director |
| Mr. Cedarampattu S Mohan |
01308472 |
Non- Executive & Independent Director |
The terms of reference of the Committee have provided in the Corporate
Governance Report forming part of this Report. During the financial year, the Committee
met Five times as on April 29th 2025, July 22nd 2025, September 25th 2025, November 04th
2025 and January 20th 2026.
c. Stakeholders Relationship Committee
The Stakeholders Relationship Committee has been constituted in
accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
composition of the Committee as on March 31, 2026 was as under:-
| Members |
DIN |
Category |
| Mr. Rajasekar Ramaraj (Chairman) |
00090279 |
Non-Executive & Non-Independent Director |
| Mr. Rajnit Rai Jain |
00122942 |
Executive Director |
| Mr. Richard Nicholas Launder |
03375772 |
Non-Executive & Non-Independent Director |
| Mr. Peter Sweers |
10366047 |
Non-Executive & Independent Director |
The terms of reference of the Committee have been provided in the
Governance Report forming part of this Report. During the financial year, the Committee
met Four times as April 29th 2025, July 22nd 2025, November 04th 2025 and January 20th
2026.
d. Corporate Social Responsibility Committee
The provisions of Section 135 of the Companies Act, 2013 relating to
Corporate Social Responsibility ("CSR") were applicable to the Company during
the financial year 2025-26.
The Corporate Social Responsibility Committee has been constituted in
accordance with the provisions of Section 135 of the Companies Act, 2013. The composition
of the Committee as on March 31, 2026 was as under:
| Members |
DIN |
Category |
| Mr. Rajnit Rai Jain (Chairman) |
00122942 |
Executive Director |
| Mr. Rajasekar Ramaraj |
00090279 |
Non- Executive & Non-Independent Director |
| Mr. Cedarampattu S Mohan |
01308472 |
Non- Executive & Independent Director |
| Mr. Peter Sweers |
10366047 |
Non- Executive & Independent Director |
Notwithstanding the constitution of the CSR Committee, pursuant to
Section 135(9) of the Companies Act, 2013, where the amount required to be spent by a
company towards CSR activities during a financial year does not exceed 50 lakh, the
functions of the CSR Committee may be discharged by the Board of Directors. Accordingly,
during the year under review, the functions prescribed under Section 135 of the Act were
discharged by the Board of Directors, while the CSR Committee continued to function as
part of the Company?s governance framework.
During the financial year 2025-26, the Company incurred CSR expenditure
of 50 lakhs towards eligible CSR activities. Upon final determination of the CSR
obligation in accordance with the provisions of Section 135 of the Companies Act, 2013,
the amount required to be spent for the year was lower than the actual expenditure
incurred. The Company nevertheless continued its commitment towards sustainable social
development and community welfare initiatives by undertaking CSR expenditure in excess of
the statutory requirement.
The excess expenditure incurred over and above the CSR obligation shall
be eligible for set-off against the CSR obligation of succeeding financial years, subject
to compliance with the applicable provisions of the Companies Act, 2013 and the Companies
(Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is uploaded on
Company?s website i.e., on https://www.rssoftware.com/administrator/
uploads/faqfiles/CSR%20PolicyRSSOFTWARE.pdf.
The Annual Report on CSR activities, containing the particulars
prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014,
including details of CSR expenditure incurred during the year, forms part of this Report
as Annexure – D.
e. Executive Committee
The Executive Committee has been constituted by the Board to facilitate
efficient management of the Company?s day-to-day affairs and to exercise such powers
and perform such functions as may be delegated by the Board from time to time. The
composition of the Executive Committee as on March 31, 2026 was as under:
| Members |
DIN |
Category |
| Mr. Rajnit Rai Jain (Chairman) |
00122942 |
Executive Director |
| Mr. Rajasekar Ramaraj |
00090279 |
Non-Executive & Non-Independent Director |
| Mr. Richard Nicholas Launder |
03375772 |
Non-Executive & Non-Independent Director |
| Mr. Cedarampattu S Mohan |
01308472 |
Non-Executive & Independent Director |
| Mr. Peter Sweers |
10366047 |
Non-Executive & Independent Director |
During the financial year the Committee met Four times as on April 29,
2025, July 22, 2025, November 04, 2025 and January 20, 2026.
9. EMPLOYEE STOCK OPTION SCHEME
ESOP Scheme
The Members of the Company, at the Annual General Meeting held on July
23, 2025, approved the Employees Stock Option Scheme, 2025 ("ESOP 2025") for the
employees of the Company and its subsidiary(ies) in India and abroad, effective from April
1, 2025, for a period of five years. The Nomination and Remuneration Committee, designated
as the ESOP Compensation Committee, is responsible for administering and supervising the
ESOP 2025 Scheme and is empowered to formulate the detailed terms and conditions thereof.
The Committee is also authorised to identify and determine the eligibility of employees of
the Company and its existing and future subsidiary companies for grant of options under
the Scheme during its validity period.
During the year under review, the Board of Directors of the Company at
its meeting held on 25th September 2025 approved and granted 1,00,000 ESOP options to one
Senior Managerial Personnel of the Company under Employees Stock Option Scheme 2025 at a
price of Rs. 78.31 per option/shares.
The Company?s Employees Stock Option Scheme 2025 is in compliance
with the provisions of the Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021. The disclosure required to be made under
Regulation 14 of the said Regulations is available on the Company?s website at
https://www.rssoftware.com/administrator/uploads/reports/438600203RSSOFTWAREScheme
ESOP-2025.pdf.
10. TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNTS TO IEPF
Pursuant to the provisions of Section 124 of the Act, the dividend
amounts which have remained unpaid or unclaimed for a period of seven years from the date
of declaration have been transferred by the Company to the Investor Education and
Protection Fund ("IEPF") established by the Central Government pursuant to
Section 125 of the Act. The details of unpaid / unclaimed dividend that will be
transferred to IEPF in subsequent years are given in the Corporate Governance Report.
Further, according to the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("the IEPF Rules"), the shares in respect of which the dividend has not
been claimed by the shareholders for seven consecutive years or more shall also be
transferred to the demat account created by the IEPF Authority. Accordingly, the Company
will transfer the corresponding shares for which the unpaid and unclaimed dividend has
been transferred, as per the requirements of the IEPF Rules. The details are available on
the website of the Company at
https://www.rssoftware.com/administrator/uploads/reports/1978872518RSSOFTWARECOMMON-UNPAID-FOLIOS2015-16.pdf
Further, in accordance with guidelines, the Company has appointed Nodal
Officer for the purposes of verification of claims and coordination with Investor
Education and Protection (IEPF) Authority.
11. DISCLOSURE RELATING TO MATERIAL VARIATIONS
As per Regulation 32(1) of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015, there are no such material variances in the Company.
12. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF THE REPORT
There are no material changes or commitments affecting the financial
position of the Company, which have occurred between the end of the financial year and the
date of this Report.
13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
/COURTS / TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND THE COMPANY?S OPERATIONS IN FUTURE
There are no significant and material orders passed by any Regulators /
Courts /Tribunals, which impacts the going concern status of the Company or will have any
bearing on Company?s Operations in future.
14. RISK MANAGEMENT POLICY
In terms of the requirement of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has taken
adequate measures to mitigate various risk encountered. The Board periodically reviews the
key business risks and mitigation measures. No risk has been identified which, in the
opinion of the Board, may threaten the Company?s existence as a going concern.
15. INTERNAL CONTROL SYSTEMS
Your Company has adequate system of internal controls procedures
commensurate with its size and the nature of its business. The company has documented its
policies, controls and procedures, covering all financial and operating functions,
designed to provide a reasonable assurance with regard to reliability of financial
reporting, monitoring of operations, protecting assets from unauthorized use or losses,
compliances with regulations, prevention and detection of fraudulent activities etc.
The internal control systems of the Company are monitored and evaluated
by the Internal Auditors. Your Company manages and monitors the various risks and
uncertainties that can have adverse impact on the Company?s business. Your Company is
giving major thrust in developing and strengthening its internal audit so that risk threat
can be mitigated.
The Audit Committee of the Board of Directors, comprising of
Independent Directors, regularly reviews the audit plans, significant audit findings,
adequacy of internal controls, compliance with accounting standards as well as reasons for
changes in accounting policies and practices, if any.
The CEO and CFO certification as provided in the Annual Report
discusses the adequacy of the Company?s Internal Control System and Audit.
16. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE
(INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS
The Board of Directors of the Company is of the opinion that all the
Independent Director of the Company possess the requisite integrity, expertise, experience
and proficiency required to discharge their duties effectively. The Independent Directors
fulfill the conditions of independence as specified under the Companies Act, 2013 and the
Rules made thereunder, as well as the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, and are independent of the management.
17. POLICY ON DIRECTORS? APPOINTMENT AND REMUNERATION
The Board of Directors of the Company, based on the recommendation of
the Nomination & Remuneration Committee, has formulated a Remuneration Policy for
selection and appointment of Directors, Senior Management and their remuneration.
18. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
Pursuant to sub-section (3) of Section 129 of the Companies Act, 2013
read with Rule 5 of the Companies (Accounts) Rule, 2014, the statement containing the
salient features of the financial statement and performance of a company?s
subsidiaries, is given in AOC-I as Annexure A which forms a part of this Annual
Report.
The Consolidated Financial Statements of the Company have been prepared
in accordance with the provisions of the Companies Act, 2013, the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and the Indian Accounting
Standards (Ind AS) prescribed under Section 133 of the Act read with the relevant rules
made thereunder. The Consolidated Financial Statements incorporate the financial
statements of the Company?s subsidiaries.
In accordance with the provisions of Section 136 of the Companies Act,
2013, the audited standalone and consolidated financial statements of the Company,
together with the audited financial statements of its subsidiaries, are available on the
website of the Company www.rssoftware.com.
During the financial year under review, there were no changes in the
number of subsidiary company. Currently the company has two subsidiaries namely Responsive
Solutions, Inc. and Paypermint Private Limited. Further, the Company has no
Joint Venture and Associate during the financial year ended 31st March 2026.
19. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE
COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT
A report on the performance and financial position of each of the
Subsidiaries included in the consolidated financial statements prepared by your company as
per Rule 8(1) of the Companies (Accounts) Rules, 2014, forms part of the audited annual
accounts of each of the subsidiary companies which have been placed on the website of your
company https://www.rssoftware.com/home/investors#financials and also forms part of Form
AOC-1 pursuant to Rule 5 of the Companies (Accounts) Rules, 2014, which are set out as an Annexure-
A to the Directors? Report and forms a part of this Annual Report.
20. DEPOSITS
The Company has not accepted any kind of deposit from the public
falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.
21. AUDITORS
Statutory Auditors
M/s. Chaturvedi & Company (Registration No. 302137E) was appointed
as the Auditors of the Company in place of the retiring Auditors to hold office from the
conclusion of the 34th Annual General Meeting for a term of consecutive five years till
conclusion of the 39th Annual General Meeting with the approval of shareholders on the
Annual General meeting held on 12th August, 2022.
There were no changes in the statutory auditor during the financial
year 2025-26.
The Statutory Auditor M/s Chaturvedi & Company, Chartered
Accountants (Registration No. 302137E) has submitted an un-qualified Audit Report for the
financial year 2025-26 and no frauds were detected by the Auditor during the financial
year under the second proviso of Section 143(12) of the Companies Act, 2013.
22. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with SEBI ( Listing Obligation and Disclosure Requirements ) (
Third Amendment ) Regulation, 2024 dated 12th December,2024, the Company has appointed
M/s. MR & Associates, a firm of Company Secretaries in Practice (Firm registration no.
P2003WB008000), as Secretarial Auditors of the Company for a term of five consecutive
years commencing from April 1, 2025, to conduct the Secretarial Audit of the Company.
The Secretarial Audit Report issued by the Secretarial Auditors in Form
No. MR-3 for the financial year ended March 31, 2026 is annexed to this Board?s
Report as Annexure B and forms an integral part of the Annual Report.
The observations/remarks in the Secretarial Audit Report and the
management?s explanations thereon are provided below:-
a. Delayed intimation submitted to the Stock Exchange(s) for the
Outcome of Board meeting held on 21st January 2026 and the financial results for the
quarter ended on 31st December 2025 as per Regulation 30 read with Regulation 33 of the
SEBI (LODR) Regulations, 2015.
Management Response: The delay was caused due to technical issues
on the NSE NEAPS portal and the Company had continuously attempted to upload the documents
within the prescribed timeline. The requisite documents were also shared with NSE through
email during the period of technical issue and the filing was subsequently completed
successfully.
Pursuant to regulation 24A of Listing Regulations of the Secretarial
Audit Reports of Material Subsidiary ( Paypermint Private Limited) of the Company forms
part of the Annual Report.
23. COST RECORDS AND AUDIT
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for
the business activities carried out by the Company.
24. EXTRACT OF THE ANNUAL RETURN
In accordance with the Companies Act, 2013, the annual return in the
prescribed format can be accessed at :
https://www.rssoftware.com/home/investors#financials.
25. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report, in terms of Regulation
34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have
been covered in the earlier sections of the Annual Report.
26. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION
Disclosure pertaining to remuneration and other details as required
under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the
Annual Report as "Annexure C".
The Statement containing particulars of employees as required under
section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available for
inspection in terms of Section 136 of the Act, any member interested may write to the
Company Secretary and the same will be furnished on request.
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as prescribed under sub-section (3)(m) of the Section
134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are given
which forms a part of the Annual Report and attached as "Annexure E".
28. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Company has received declaration from each of the Independent
Directors under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI
Listing Regulations, 2015 that they meets the criteria of independence laid down in
Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI Listing Regulations,
2015 and that they are not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact his/ her ability to discharge their
duties with an objective independent judgment and without any external influence. All the
declarations were placed before the Board.
In terms of SEBI Listing Regulations, 2015 your Company identified the
list of core skills/expertise/competencies as is required in the context of your
Company?s Business(es) and Sector(s) for it to function effectively and those which
are available with the Board and mapped such skills to the Individual Directors of your
Company. Details of such skills/expertise/competencies as identified were reviewed by the
Nomination and Remuneration Committee and the Board of Directors and are furnished in the
Corporate Governance Report and forms part of this Annual Report.
There had been no changes in the composition of Directors during the
year 2025-2026.
The following directors/executives of your Company are Whole-Time Key
Managerial Personnel (KMPs) as on March 31, 2026, in accordance with the provisions of
Section 203 of the Companies Act, 2013.
1) Mr. Rajnit Rai Jain - CEO & Managing Director
2) Mr. Vijendra Kumar Surana – Chief Financial Officer and Company
Secretary.
29. REMUNERATION POLICY
Remuneration policy of the R S Software (India) Ltd comprising members
of the Board of Directors ("Board"), Key Managerial Personnel ("KMP")
and the Senior Management Personnel (SMP or "LT") of the Company.
The objective of the remuneration policy is to enable the Company to
attract, motivate, and retain qualified industry professionals for the Board of Management
and other executive level in order to achieve the Company strategic goals. The
remuneration policy acknowledges the internal and external context as well as the business
needs and long-term strategy. The policy is designed to encourage behaviour that is
focused on long-term value creation, while adopting the highest standards of good
corporate governance.
30. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments have been
disclosed in the notes of the Financial Statements for the year ended 31st March 2026 and
form a part of this Annual Report.
31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary course of business and
on an arm?s length basis and are in compliance with the applicable provisions of the
Companies Act, 2013 and SEBI Listing Regulations, 2015.
the disclosure about details of material contracts or arrangements or
transactions with related parties referred to in Section 188(1) in Form AOC-2 is appended
as "Annexure F". All related party transactions are presented to the
Audit Committee and the Board for approval.
The Related Party Transaction Policy has been devised by your company
for determining the materiality of transactions with related parties and dealings with
them and the same is hosted on the website of the Company at
https://www.rssoftware.com/rswordpress/wp-content/uploads/2023/05/
Related-Party-Transaction-Policy.pdf.
32. ANNUAL EVALUATION OF BOARD?S PERFORMANCE
Pursuant to the provisions of the Companies Act, 2013 read with
Schedule and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and
applicable SEBI Circulars issued from time to time, an Annual Performance evaluation is to
be made by the Board of its own performance and that of the Committees and individual
Directors. The exercise was carried out covering various aspects of the Boards functioning
such as composition of the Board & committees, qualification, experience &
competencies, performance of specific duties & obligations, governance issues etc.
Separate exercise was carried out to evaluate the performance of Non-Independent
Directors.
The Independent Directors reviewed the performance of the Chairperson,
Non-Independent Directors and the Board as a whole, taking into account the views of the
Executive and Non-Executive Directors. The Board also assessed the performance of the
Independent Directors based on the guidelines as provided under Schedule IV of the Act. In
terms of SEBI Listing Regulations, 2015 the company has identified the list of core
skills/ expertise/competencies as is required in the context of company?s business
and sector for it to function effectively and those which are available with the Board.
The evaluation of the Independent Directors was carried out by the
entire Board except by the Director being evaluated. The directors were satisfied with the
evaluation results, which reflected the overall engagement of the Board and its Committees
with the Company.
33. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)
In terms of Regulation 25(7) of SEBI Listing Regulations, 2015, your
Company endeavours to familiarize the Independent Directors (IDs) about your Company
including nature of industry in which your Company operates business model of your
Company, roles, rights and responsibilities of IDs and any other relevant information.
In addition to the above, the Board of Directors are continuously
encouraged to participate in various external training sessions to ensure that the Board
members are kept up to date. The details are uploaded on the website of the company at
https://www.rssoftware.com/uploads/faqfiles/ FamiliarizationProgrammeDirectors.pdf.
34. PREVENTION OF INSIDER TRADING
The Company has adopted the Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information and Code of Conduct to Regulate,
Monitor and Report Trading by Designated Persons and Immediate Relatives of Designated
Persons In terms of Regulation 8 and 9 of SEBI (Prohibition of Insider Trading)
Regulations, 2015 as amended from time to time (the "Regulations").
The Board is responsible for implementation of the Code.
All Board of Directors and the designated employees have confirmed
compliance with the applicable Code during the financial year.
35. CORPORATE GOVERNANCE
The Corporate Governance which form an integral part of this Report as
"Annexure G", together with the Certificate from the Practicing Company
Secretary regarding compliance with the requirements of Corporate Governance as stipulated
in Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, 2015.
36. POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT
Your Company is committed to provide and promote safe, healthy, and
congenial atmosphere irrespective of gender, caste, creed or social class of the
employees. Your company has complied with provisions relating to the constitution of
Internal Complaints Committee and has put in place a "Policy on Prevention of Sexual
Harassment" as per The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
The Company hereby declares that it has complied with provisions
relating to the constitution of Internal Complaints Committee of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. During the financial year under review,
the Company has complied with all the provisions of the POSH Act and the rules framed
thereunder. Further details are as follows :
| a. Number of complaints of sexual Harassment
received in the year |
NIL |
| b. Number of complaints disposed off during
the year |
NIL |
| c. Number of Cases pending for more than
ninety days |
NIL |
37. DIRECTORS? RESPONSIBILITY STATEMENT
In terms of provisions of Section 134(5) of the Companies Act, 2013,
your Board of Directors confirms that:
(i) In the preparation of the annual accounts for the financial year
ended 31st March 2026, the applicable accounting standards had been followed along with
proper explanation relating to material departures;
(ii) they 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 and loss of the company for that period; (iii) They 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;
(iv) They have prepared the annual accounts for the financial year
ended 31st March, 2026 on a going concern basis;
(v) They have laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and were operating
effectively; (vi) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
38. INSOLVENCY AND BANKRUPTCY CODE, 2016
There were no applications made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the year.
39. ONE TIME SETTLEMENT
There was no one-time settlement made during the year, therefore the
disclosures of 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 is not applicable.
40. COMPLIANCE WITH SECRETARIAL STANDARDS
Your Company has complied with all applicable provisions of the
Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI) on
Board Meetings and General Meetings under section 118(10) of the act.
41. MATERNITY BENEFIT
The company affirms that is has been in line with the requirement of
the provisions of the Maternity Benefit Act, 1961.
42. GENDER WISE EMPLOYEE STRENGTH
In line with the amended disclosure framework, the gender-wise
headcount of employees as on 31.03.2026 is as under:"
Gender |
Headcount |
| Female |
41 |
| Male |
110 |
| Transgender |
- |
43. ACKNOWLEDGEMENTS
Your Directors? place on records their deep appreciation of the
continued assistance and co-operation extended to the Company by its customers, investors,
bankers, Government agencies and its dedicated group of employees. Above all, the Board
expresses a deep sense of gratitude to the Members of the Company who have reposed faith
in their Board and the Management.
Registered Office: |
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For and on behalf of the Board of
Directors |
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234/3A, A.J.C. Bose Road |
|
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Kolkata – 700 020 |
|
|
Place: Kolkata |
|
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Date: 07.05.2026 |
|
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|
Sd/- |
Sd/- |
|
R R JAIN |
R RAMARAJ |
|
CEO & Managing Director |
Chairman |
|
(DIN: 00122942) |
(DIN: 00090279) |
|