To, The Members, CAPRICORN SYSTEMS GLOBAL SOLUTIONS LIMITED

Your Directors have pleasure in presenting the 41st Annual Report of your Company together with the Audited Accounts for the financial year ended 31st March, 2026 and the report of the Auditors thereon.

FINANCIAL RESULTS

The summarized financial performance of your Company is given in the table below: (In Indian Rupees in Hundreds)

STATE OF THE COMPANY'S AFFAIRS AND BUSINESS PERFORMANCE

During the financial year 2025-26, the Company continued its software business operations and also diversified its activities by commencing the trading, supply and distribution of agricultural commodities . The Company actively carried on its business operations during the year and generated revenue from both business segments.

The turnover of the Company for the year ended March 31, 2026, was Rs. 2,903.51 Lakhs (Rs. 29,03,505.08 hundreds), as against Rs. 100.81 Lakhs (Rs. 1,00,809.57 hundreds) in the previous year. The Company earned a profit after tax of Rs. 18.17 Lakhs (Rs. 18,168.47 hundreds), as compared to a loss of Rs. 91.11 Lakhs (Rs. 91,112.40 hundreds) in the previous year. The Company's performance improved significantly during the year, resulting in higher turnover and a return to profitability.

Scheme of Amalgamation

The Board of Directors of the Company, at its meeting held on 11.04.2026 , approved the Scheme of Amalgamation of M/s. Radical Bio-Organics Limited (Transferor Company) with and into M/s. Capricorn Systems Global Solutions Limited (Transferee Company) and their respective Shareholders and Creditors. The company has received the Observation Letter from BSE Limited.

CHANGE IN NATURE OF BUSINESS

During the financial year 2025-26, the Company continued its existing software business and diversified its operations by commencing a new line of business relating to the trading, supply and distribution of agricultural commodities. Accordingly, the Company is presently engaged in both software business and the trading, supply and distribution of agricultural commodities.

DIVIDEND

Your directors have not recommended any dividend on Equity Shares for the year under review.

TRANSFERS TO RESERVES

Your Board of Directors does not appropriate any amount to be transferred to General Reserves during the year under review.

SHARE CAPITAL

?‚? (a) Authorized Share Capital: During the year under review, there was an increase in the Authorized Share Capital of the Company from Rs. 5,00,00,000/- to Rs. 25,00,00,000/- pursuant to a resolution passed by the shareholders through Postal Ballot on 11.04.2025, and subsequently from Rs. 25,00,00,000/- to Rs. 32,00,00,000/- pursuant to a resolution passed at the Extraordinary General Meeting held on 13.09.2025. The Authorized Share Capital of the Company as on March 31, 2026 stood at Rs. 32,00,00,000/-, comprising 3,20,00,000 equity shares of Rs. 10/- each.

?‚? (b) Paid-up Share Capital: During the year under review, there was a change in the Paid-up Share Capital of the Company. The Company allotted 2,39,76,000 equity shares of Rs. 10/- each on a rights basis on 25.02.2026. Consequently, the Paid-up Share Capital of the Company as on March 31, 2026 stood at Rs. 27,97,20,000/-, comprising 2,79,72,000 equity shares of Rs. 10/- each.

?‚? (c) Buy Back of Securities: The Company has not bought back any of its securities during the year under review.

?‚? (d) Sweat Equity: The Company has not issued any Sweat Equity Shares during the year under review.

?‚? (e) Bonus Shares: The Company has not issued any bonus shares during the year under review.

?‚? (f) Employees Stock Option: The Company has not provided any Stock Option Scheme to the employees.

DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules made there under.

MATERIAL CHANGES

There have been no material changes and commitments , affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company . During the year under review, no companies became or ceased to be its subsidiaries, joint ventures, or associate companies.

DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

There is no revision of financial statement or the Report.

INVESTOR EDUCATION AND PROTECTION FUND

During the period under review, no case was raised to credit / to pay any amount to the Investor Education and Protection Fund. There is no outstanding amount lying in the Unpaid Dividend Account of the Company in respect of the last 07 years which is due for transfer to the IEPF.

CREDIT RATING

During the year under review, the Company has not obtained any Credit Rating as the same was not applicable to the Company.

CORPORATE GOVERNANCE

The provisions relating to Corporate Governance as specified in Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2) and paragraphs C, D and E of Schedule V of the SEBI (LODR) Regulations, 2015 were not applicable to the Company pursuant to Regulation 15(2) of the said Regulations, as the paid-up equity share capital and net worth of the Company were below the prescribed thresholds as on the last day of the previous financial year, i.e., March 31, 2025. Subsequently, the Company triggered the prescribed thresholds on February 25, 2026, and accordingly, the applicable Corporate Governance provisions became applicable to the Company from that date.

Accordingly, a separate report on Corporate Governance and the Certificate regarding compliance of conditions of Corporate Governance are not required to be provided and do not form part of this Annual Report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors have given declarations of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

The Independent Directors also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. There has been no change in the circumstances affecting their status as an Independent Director during the year.

Opinion of Board with regard to Integrity, Expertise and Experience:

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company possess integrity, relevant expertise and experience required to best serve the interest of the Company.

Independent Directors' Meeting:

The Independent Directors met on 14.02.2026 without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company (taking into account the views of Executive Directors and Non-Executive Directors), and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors duly met 8 times during the year viz. 29.05.2025, 14.08.2025, 22.08.2025, 27.09.2025, 10.10.2025, 14.11.2025, 08.12.2025, and 14.02.2026 . The intervening gap between any two Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013. All recommendations given by the Audit Committee were accepted by the Board.

CHANGE OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

?‚? Mr. Kondaipally Vamshi Krishna (DIN: 11904619) and Mr. Nageswara Rao Parimi (DIN: 06430870) were appointed as Additional Independent Directors of the Company on 02.09.2026 for a period of five years, from 02.09.2026 to 01.09.2031, subject to the approval of the shareholders.

?‚? Mr. K.V. Srinivasa Rao (DIN: 02834578) and Mrs. Lakshmi Gurram (DIN: 07145515) resigned from the office of Directors with effect from 02.09.2026.

Key Managerial Personnel as on 31st March, 2026:

1. Sri. Manmohan Rao Suddhala - Managing Director

2. Sri. Madhav Rao Dundigalla - Chief Financial Officer

3. Ms. Maruthi Padmaja Prayaga - Company Secretary

In terms of the provisions of Section 152 of the Companies Act, 2013, read with the Articles of Association of the Company, Mr. Manmohan Rao Suddhala , Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. None of the Directors are disqualified from being appointed as a Director under Section 164 of the Companies Act, 2013.

VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy to provide a Vigil Mechanism for directors and employees of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Act and rules made thereunder.

REMUNERATION RECEIVED BY MANAGING/WHOLE TIME DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY

The Company does not have any holding company or subsidiary company, hence not applicable.

BOARD EVALUATION

Pursuant to Section 134(3)(p) of the Companies Act, 2013, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the management and the board, performance of the Board as a whole and its Members, and other required matters. The Board of Directors evaluated the performance of Independent Directors and observed the same to be satisfactory. The Code of Conduct formulated for the Directors and Senior Management personnel has been complied with.

COMMITTEES OF THE BOARD

During the financial year 2025-26, the Company's Board had three statutory committees. Subsequent to the financial year under review, these Committees were reconstituted with effect from 02.09.2026 .

(a) Audit Committee

The Audit Committee is constituted in accordance with Section 177 of the Companies Act, 2013. It oversees the accounting, auditing, and overall financial reporting process of the Company.

?‚? Composition:

1. Mr. Nageswara Rao Parimi - Chairman (Independent Director)

2. Mr. Kondaipally Vamshi Krishna - Member (Independent Director)

3. Ms. Triveni Vuddaraju - Member (Independent Director)

?‚? Meetings: The Audit Committee met four (4) times on 29.05.2025, 14.08.2025, 14.11.2025, and 14.02.2026. The Board has accepted all the recommendations made by the Audit Committee.

(b) Nomination and Remuneration Committee

The Committee is entrusted with formulating criteria for determining qualifications, positive attributes, and independence of Directors, identifying senior management personnel, and devising the remuneration policy.

?‚? Composition:

1. Mr. Nageswara Rao Parimi - Chairman (Independent Director)

2. Mr. Kondaipally Vamshi Krishna - Member (Independent Director)

3. Mrs. Triveni Vuddaraju - Member (Independent Director)

?‚? Meetings: The Committee met two (2) times on 27.09.2025 and 08.12.2025.

(c) Stakeholders Relationship Committee

The Stakeholders Relationship Committee is entrusted with the role of considering and resolving security holders' grievances.

?‚? Composition:

1. Mr. Nageswara Rao Parimi - Chairman (Independent Director)

2. Mr. Kondaipally Vamshi Krishna - Member (Independent Director)

3. Ms. Triveni Vuddaraju - Member (Independent Director)

?‚? Meetings: One meeting was held during the financial year on 14.02.2026.

(d) Rights Issue Committee

During the year under review, the Board constituted a Rights Issue Committee for the purpose of issue and allotment of equity shares on a rights basis and subsequently dissolved the Committee upon completion of the rights issue process. The Rights Issue Committee met three times during the year, i.e., on 23.01.2026, 11.02.2026, and 25.02.2026 .

INTERNAL FINANCIAL CONTROL

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company ' s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial disclosures.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, and based on representations received from the management, the directors hereby confirm that:

?‚? i. In the preparation of the annual accounts for the financial year 2025-26, the applicable accounting standards have been followed and there are no 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 of the Company for that period;

?‚? iii. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

?‚? iv. They have prepared the annual accounts 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 operating properly; and

?‚? 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.

RISK AND RISK MITIGATION POLICY

The operations of the company are dependent on exports to overseas markets; the international economic environment directly influences the spending patterns of the industry on Information Technology. Also, the growing demand for skilled manpower poses a risk of availability. With employee-friendly policies, the company's employee retention rate has been very high.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Section 135 of the Companies Act, 2013 provides threshold limits for the applicability of CSR. As the Company's net worth, turnover, and net profits do not fall under any of the prescribed threshold limits, the provisions of section 135 are not applicable to the Company .

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There have been no loans, guarantees and investments under Section 186 of the Act during the financial year 2025-2026.

TRANSACTIONS WITH RELATED PARTIES

There are no related party transactions during the year except those entered in the ordinary course of business and on an arm's length basis. There were no materially significant related party transactions with Directors, promoters, Key Managerial Personnel, or other designated persons which may have a potential conflict with the interest of the company at large. Form AOC-2 is attached as Annexure - I .

TECHNOLOGY ABSORPTION, ENERGY CONSERVATION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with Section 134(3)(m) of the Act is annexed as Annexure - II .

PARTICULARS OF EMPLOYEES

Particulars of employees pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this report as Annexure - III . There are no employees whose names are required to be furnished under Rule 5(2) of the said Rules.

ANNUAL RETURN

As required under Section 92(3) of the Act, a copy of the Annual Return in Form MGT-7 is available on the website of the Company at: capricornsys-global.com.

AUDITORS AND THEIR REPORT

M/s. SNMR & Associates , Chartered Accountants, Hyderabad, were appointed as Auditors of the Company for a term of 5 (Five) consecutive years at the 37th Annual General Meeting held on 30th September, 2022. They have confirmed that they are not disqualified. The Auditors' Report does not contain any qualifications, reservations, adverse remarks, or disclaimers.

FRAUDS REPORTED BY THE AUDITOR

There were no frauds reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITOR

The Company appointed M/s. MVK & Associates , Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2025-2026. The Secretarial Audit report is annexed as Annexure IV and is self-explanatory.

COST RECORDS AND COST AUDIT

Maintenance of cost records as specified under Section 148(1) of the Companies Act, 2013 is not applicable to the business activities carried out by the Company during the financial year. Cost Audit is also not applicable.

INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the year under review, the Company has not made any application under the Insolvency and Bankruptcy Code, 2016, nor are any proceedings pending.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at the workplace and has complied with the provisions relating to the constitution of the Internal Complaints Committee (ICC) .

?‚? a. Number of complaints received during the year: Nil

?‚? b. Number of complaints disposed of during the year: Not Applicable

?‚? c. Number of complaints pending at the end of the year: Not Applicable

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has maintained full compliance with all statutory provisions of the Maternity Benefit Act, 1961 and its subsequent amendments during the financial year.

VALUATION OF ASSETS

During the financial year under review, there was no instance of a one-time settlement of loans / financial assistance taken from Banks or Financial Institutions, hence no valuation of assets was required for this purpose.

FAILURE TO IMPLEMENT ANY CORPORATE ACTION

During the year under review, the Company has not failed to implement any Corporate Action.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the assistance and co-operation extended by the Bankers, State and Central Government Agencies, Customers, Employees, and Members for their continued support and confidence.