INFORMATION MEMORANDUM

OF

MEGRI SOFT LIMITED

Megri Soft Limited

SCO 80, Sector 47­D, Chandigarh

For Listing of 31,40,700

Equity Shares of RS. 10/­

Each Fully Paid Up

Purpose of Information Memorandum

The Entire Share Capital of the company is currently listed on the Ludhiana

Stock Exchange Limited & Delhi Stock Exchange Limited.

The Company intended to make an application to Bombay Stock Exchange Ltd.

(BSE) for listing its entire Equity Share Capital .For this purpose the company is

submitting this Information Memorandum , for listing of Equity Shares under

new norms of Direct Listing Norms.

For this Purpose company is submitting this Information Memorandum for listing

its equity shares under new norms of direct listing

General Risks

Investment in equity and equity related securities involve a degree of risk and

investors should not invest in equity shares of Megri Soft Limited unless they

can afford to take the risk of losing their investment. Investors are advised to

read the Risk Factors carefully before taking an investment decision, investors

must rely on their own examination of the company including the risks involved.

Responsibility of the Megri Soft Limited

Megri Soft limited having made all reasonable inquiries , accepts responsibility

for and confirms that this Information Memorandum contains all information

with regard to Megri Soft Limited which is material , that the information

contained in the Information Memorandum is true & correct in all material

aspects and is not misleading in any material respect, that the opinions and

intentions expressed herein are honestly held and that other are no other facts,

the omission of which makes this Information Memorandum as a whole or any

of such information or the expression of any such opinions misleading in any

material respect.

Certain Conventions

Unless indicated otherwise, the financial data in this Information Memorandum

is derived from our financial statements prepared in accordance with the

Generally Accepted Accounting Principles in India (“Indian GAAP”) and the

Companies Act, 2013, as amended (“Companies Act”) included elsewhere in this

Information Memorandum.

Unless stated otherwise the financial year commences on April 1st and ends on

March 31, so all references to a particular financial year are to the twelve­month

period ended March 31 of that year. Any discrepancies in any table between the

total and the sums of the amounts mentioned are due to rounding off.

The information in this Information Memorandum has been taken from Financial

Statements and Annual Reports of our Company and Directors Report and

Auditors Reports thereon.

Forward Looking Statements

This Information Memorandum contains certain words or phrases, including, “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “would”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions, that are forward­looking statements. All forward­looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward­looking statement.

All forward looking statements are subject to risks, uncertainties and

assumptions that could cause actual results to differ materially from those

contemplated by the relevant forward looking statement. Important factors that

could cause actual results to differ materially from our expectations include,

among others: ­

General economic and business conditions in India and other countries.

Our ability to successfully implement our strategy, our growth and

expansion, our exposure to market risks that have an impact on our

business activities or investments.

The changes in monetary and fiscal policies of India, inflation, deflation,

unanticipated turbulence in interest rates, foreign exchange rates, equity

prices or other rates or prices.

The performance of the financial markets in India and globally, changes in

domestic and foreign laws, regulations and taxes and changes in

competition in our industry.

Changes in the value of the Rupee and other currencies.

The occurrence of natural disasters or calamities.

Change in political and social conditions in India.

The Loss of our key employees and Staff.

Our ability to respond to technological changes.

Company Profile & History

Our Company was incorporated as a Public Limited Company under the

provisions of the Companies Act, 1956 on 05th February 1992 in the Union

Territory of Chandigarh in the name of “Chandigarh Financial Services

Limited” and subsequently obtained certificate for Commencement of Business

on 25th February 1992. The Corporate Identification Number (CIN) of Company

is L72200CH1992PLC011996. Later on 3rd May, 1993 the name of the company

was changed to “Consolidated Capital Financials Limited” and on 10th April

2002. name again changed to “Megri Soft Limited” .

The company was incorporated in 1992 as a public Limited Company with the

main object of carrying on the activities of management consultancy, financial

consultants, technical and software consultancy. The Company approached the

capital market in Dec 1995 and got listed on Ludhiana stock exchange and

Delhi Stock Exchange in Feb 1996. The Company obtained STPI unit registration

in 2000 and commenced the software development work in area of Web

software development and web programming in various languages i.e ASP,

ASP.NET, CGI and Perl, Java and PHP and E­Commerce Solutions and

Embroidery Digitizing. From last 14 year Company is also carrying on research

and development works on various world wide search engines. The Company is

100% export oriented unit engaged into the business of IT/ITES related

services.

The Company is an independent company and has never gone to reorganization,

reconstruction or amalgamation with any other company.

Registered Office & Address for

correspondence

SCO 80, Sector 47D, Chandigarh­160047

Corporate Identification Number L72200CH1992PLC011996

Web Site www.megrisoft.co.in

Company Secretary & Compliance

Officer

Ms. Ankita Jain

H.No. 60, Gobind Nagar, Near Happy Hour

School, Ambala Cantt., Haryana­133001

Stock Exchange where company is

listed

Ludhiana Stock Exchange Limited

Delhi Stock Exchange Limited

Registrar & Share Transfer Agent Beetal Financial & Computer Services P.

Ltd.

99, Madangir, Near Dada Harsukhdas

Mandir, Behind Local Shopping Centre, New

Delhi­110062

ISIN INE759R01013

Business Activities and Current Operations

Megrisoft is a public and profitable company and is among leading information technology consulting, services and Web Solutions organization that envisioned and pioneered the adoption of the flexible global business practices that today enable companies to operate more efficiently and produce more value. Megrisoft achieved this by creating and perfecting the global expertise and delivery of high quality, high value services and products in IT consulting and Web Development which have helped reshape business and deliver competitive advantage. Most of Megrisoft customers reward the company's reliability, passion, creativity and unique ability to handle the broadest range of their Web Services needs by continually extending and deepening their partnerships with Megrisoft. Megri Soft a Website development company has vast experience and expertise

in Custom Website Design Services, E­Commerce WebSite Development,

Usable & accessible Internet Web Site, SEO Web Design, Web Hosting,

Web Promotion & SEO Services, Domain Name Registration, PHP

programming & mysql database management, offshore software

development and outsourcing web solutions . The Web solutions Megri Soft

provides, enables businesses to leverage leading edge technology to gain

sustainable competitive advantages in today's marketplace. Megrisoft is more

into Web design outsourcing as well as retail web solutions having customer

based in United States, Australia, United Kingdom and Europe.

Our Mission is to help Customers achieve their business objectives, by providing Innovative, Best­in­class consulting, Web solutions and services. The Web Services / IT­ ITES Services Provided by Megrisoft is as Below Domain Registration Web Hosting and Server Manaegment Website Designing Web Development Web Programming Ecommerce Solutions Open Source Customization i.e Drupal, Wordpress etc Web Application Mobile Applications Digital Media SEO Social Media Optimization

PPC Payment Gateway integration Web Content Development Development and Management of web portals / vortals Domain Name Industry

The Company has already completed various successful Internet based projects owned by Megrisoft ie. Discussion forums, blog, shopping carts, job portals, web portals, advertising solutions, web directories and search engines. The name of few are: www.indiabook.com A Portal on India www.chandigarhcity.com A Portal on Chandigarh www.ipunjab.com A Portal on Punjab www.himachalonline.com A Portal on Himachal www.indiaforum.in Indian Community Discussion

Forum www.talkingcity.com Webmaster Discussion Forum www.theseoforum.com SEO Discussion Forum www.123khoj.com Indian Search Engine www.dhundo.com A Search Engine www.fresherscity.com Job Portal for Freshers www.megri.com A Content Publishing www.megri.co.uk UK Web Directory www.australiadirectory.net Austrilai Directory www.daily­news.org News Website www.voteindia.com India Political website www.votechandigarh.com Chandigarh voting site www.go2poll.com Free Polls www.url4.uk URL Shortning Services www.blogwebdirectory.com Directory of Blogs www.urly.co uk­directory.net www.qr­maker.com QR Maker

The company has also many of small website related to directories, webmaster tools etc. The company has many of website related to there IT business.

Other Information Demat Credit

The Company has applied to NSDL and CDSL for its securities in Demat

Form. The ISIN No. allotted to the company is INE756R01013.

Subsidiary Company

The company as of today has no subsidiaries.

Group Companies

There are no group companies of the said company.

Dividend & Cash Bonus

No dividend & Cash Bonus have been paid during the last ten years.

Material Contracts

No material contracts, agreements, (Including agreements for technical advice

and collaboration), concessions and similar documents (except those entered

into in the ordinary course of business carried on or intended to be carried on by

the company) have been entered into by the company till date.

Commission/Brokerage

Never any commission, brokerage, discount, or other special terms including an

option for the issue of any kind of securities granted to any person have been

undertaken by the said company.

Convertible Instruments

Company do not have outstanding convertible instruments including warrants

pending conversion.

Capital Structure

Sr.No. Share Capital As on

31/03/2014

(Amount in Rs.)

1 Authorised Capital

33,00,000 Equity shares of Rs. 10/­ each

3,30,00,000

2 Issued , Subscribed and Paid ­Up capital

31,04,700 Equity Shares of Rs. 10/­ each

3,14,07,000

Capital evolution of Authorised capital the company

Date No of

Shares

Capital (Rs.) Face Value

(Rs.)

05.02.1992 33,00,000 3,30,00,000/­ 10/­

Capital evolution of Issued and Paid up capital of the company

Date No of

Shares

Type of

Allotment

Amount of

Increased

Capital

(Rs.)

Cumulativ

e no.of

Shares

Cumulativ

e Capital

(Rs.)

Face

Value

(Rs.)

05.02.1992 7 Subscription

to

Memorandum

70/­ 7 70/­ 10/­

25.03.1992 9993 Preferential

Allotment

99930/­ 10000 100000/­ 10/­

31.03.1993 40000 Preferential

Allotment

400000/­ 50000 500000/­ 10/­

20.08.1993 151000 Preferential

Allotment

1510000/­ 201000 2010000/­ 10/­

31.03.1994 54000 Preferential

Allotment

540000/­ 255000 2550000/­ 10/­

30.06.1995 245000 Preferential

Allotment

2450000/­ 500000 5000000/­ 10/­

12.07.1995 50000 Preferential

Allotment

500000/­ 550000 5500000/­ 10/­

19.02.1996 1280000 Preferential

Allotment

12800000/­ 1830000 18300000/­ 10/­

19.02.1996 1310700 Public

Allotment

13107000/­ 3140700 31407000/­ 10/­

Note: All the above shares have been issued a face value. None of the shares

have been issued either at premium or discount. Also, never has any of the

above mentioned equity shares of the company been either forfeited or

re­issued.

List of top 10 Shareholders

S. No. Name and Address of Shareholders No. of shares held

1. Mohnesh K Mohnesh Kohli

H No 539, Sector 36­B, Chandigarh ­160036 638000

2. Neena Kohli

H No 539, Sector 36­B, Chandigarh­160036 391100

3. Basel Investments Limited

SCO 80, Back Side, 2nd Floor, Sector­47­D, Chandigarh­160047

307700

4. Kohli & Kohli Financial Consultants Limited

SCO 80, Sector­47­D, Chandigarh­160047 155500

5. Mohnesh Kohli ( HUF)

H No 539, Sector 36­B, Chandigarh ­160036 152850

6. Aprajita Kohli

H No 539, Sector 36­B, Chandigarh ­160036 151700

7. Consolidated Capital Investcare Limited

#539, Sector 36B, Chandigarh­160036 129500

8. Megri Exports Limited

SCO 346­47, Sector 34 A, Chandigarh 127300

9 Rajnesh Sharma

H No 787, Sector­2, Panchkula­HR 60800

10 Mohd Sibte

C­49, Masjid Marg, Ghonda, New Delhi­110053 60000

Total 2174450

Partly paid-up shares:- No. of partly paid-up sharesAs a % of total no. of partly paid-up shares

As a % of total no. of shares of thecompany

Held by promoter/promoter group 0 0 0Held by public 0 0 0

Total 0 0 0

Outstanding convertible securities:- No. of outstanding securitiesAs a % of total no. of outstandingconvertible securities

As a % of total no. of shares ofthe company, assuming fullconversion of the convertiblesecurities

Held by promoter/promoter group 0 0 0Held by public 0 0 0

Total 0 0 0

Warrants:- No. of warrantsAs a % of total no.of warrants

As a % of total no. of shares of thecompany, assuming full conversion ofwarrants

Held by promoter/promoter group 0 0 0Held by public 0 0 0

Total 0 0 0

Total paid-up capital of the company,assuming fullconversion of warrants andconvertible securities 31407000

Introductory sub-table (I)(a)

Name of the Company: Megri Soft Limited

Scrip Code, Name of the scrip, class of security: Equity

Quarter ended: 5th March 2015

Categorycode

Category ofShareholder

Number ofShareholders

Total numberof shares

Number ofshares held indematerializedform

As apercentageof(A+B)1

As apercentage of

(A+B+C)

Number ofshares

As a percentage

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)= (VIII)/(IV)*10(A) Shareholding of Promoter and Promoter

Group21 Indian

(a) Individuals/ Hindu Undivided Family

9 1488850 47.41 47.41(b) Central Government/ State

Government(s)

(c) Bodies Corporate 2 463200 14.75 14.75(d) Financial Institutions/ Banks(e) Any Others(Specify)

(e-i)(e-ii)

Sub Total(A)(1) 11 1952050 0 62.15 62.15 0 0.00

2 Foreigna Individuals (Non-Residents Individuals/

Foreign Individuals)

b Bodies Corporatec Institutionsd Qualified Foreign Investore Any Others(Specify)

Statement Showing Shareholding PatternTable (I)(a)

Total shareholding as apercentage of totalnumber of shares

Shares Pledged or otherwiseencumbered

e-ie-ii

Sub Total(A)(2) 0 0 0 0.00 0.00 0 0.00

Total Shareholding of Promoter andPromoter Group (A)= (A)(1)+(A)(2) 11 1952050 0 62.15 62.15 0 0.00

(B) Public shareholding1 Institutions

(a) Mutual Funds/ UTI(b) Financial Institutions / Banks(c) Central Government/ State

Government(s)(d) Venture Capital Funds(e) Insurance Companies(f) Foreign Institutional Investors(g) Foreign Venture Capital Investors(h) Qualified Foreign Investor(i) Any Other (specify)

(i-ii)(i-ii)

Sub-Total (B)(1) 0 0 0 0.00 0.00 0 0.00

B 2 Non-institutions(a) Bodies Corporate 6 330400 10.52 10.52(b) Individuals

I

Individuals -i. Individual shareholdersholding nominal share capital up to Rs 1lakh

508 501100 15.96 15.96II ii. Individual shareholders holding

nominal share capital in excess of Rs. 1lakh.

12 357150 11.37 11.37(c) Qualified Foreign Investor

(d) Any Other (specify)(d-i)

(d-ii)

Sub-Total (B)(2) 526 1188650 0 37.85 37.85 0 0.00

(B)Total Public Shareholding (B)=(B)(1)+(B)(2)

526 1188650 0 37.85 37.85 0 0.00

TOTAL (A)+(B) 537 3140700 0 100.00 100.00 0 0.00

(C) Shares held by Custodians and againstwhich Depository Receipts have beenissued

1 Promoter and Promoter Group

2 PublicSub-Total (C ) 0 0 0 0 0 0 0

GRAND TOTAL (A)+(B)+(C) 537 3140700 0 100.00 0 0.00

(I)(b

Total shares (includingunderlying sharesassuming fullconversion of warrantsand convertiblesecurities) as a % ofdiluted share capital

Numberof shares

held

As a % of grandtotal (A)+(B) +( C )

No. As a percentage As a % ofgrand total

(A)+(B)+(C)of sub-clause

(I)(a )

Numberof

warrantsheld

As a %total

numberof

warrantsof thesameclass

Numberof

convertible

securitiesheld

As a %total

numberof

convertible

securitiesof thesameclass

(I) (II) (III) (IV) (V) (VI)=(V)/(III)*100 (VII) (VIII) (IX) (X) (XI) (XII)1 Mohnesh Kohli 638000 20.312 Neena Kohli 391100 12.453 Aprajita Kohli 151700 4.834 Austin Kohli 1000 0.035 Rajnesh Sharma 60800 1.946 M.L. Kohli 46700 1.497 Mohnesh Kohli HUF 152850 4.878 Shweta Sharma 25000 0.809 Mahesh Kohli 21700 0.69

10 Basel Investments Limited 307700 9.8011 Kohli & Kohli Financial Consultants Limited 155500 4.95

1952050 62.15 0 0.00 0.00 0 0 0 0

Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the category “Promoter and Promoter Group”

Sr.No. Name of the shareholder

Details of Shares held Encumbered shares (*) Details ofwarrants

Details ofconvertiblesecurities

TOTAL(*) The term “encumbrance” has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations, 201

(I)(c

Numberofwarrantsheld

As a %totalnumber ofwarrants ofthe sameclass

Number ofconvertiblesecuritiesheld

% w.r.ttotalnumber ofconvertiblesecurities ofthe sameclass

1 Om Securities Limited 58100 1.852 Mohn Sibte 60000 1.913 Sukhvir Singh 42000 1.344 Megri Exports Limited 127300 4.055 Consolidated Capital Invest Care Limited 129500 4.12

416900 13.27 0 0 0 0 0

Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to thecategory “Public” and holding more than 1% of the total number of shares

Sr. Name of the shareholder Numberof

sharesheld

Shares as apercentage of totalnumber of sharesi.e., Grand Total

(A)+(B)+(C)indicated in

Statement at para(I)(a) above

Details of warrants Details of convertiblesecurities

Total shares(including

underlying sharesassuming fullconversion ofwarrants and

convertible securities)as a % of diluted

sharecapital

TOTAL

(I)(c)(ii

Numberof

warrants

As a % totalnumber ofwarrants of

thesame class

Number ofconvertiblesecurities

held

% w.r.ttotal

number ofconvertiblesecurities

of the sameclass

12345678910

0 0.00 0 0 0 0 0

Statement showing holding of securities (including shares, warrants, convertible securities) of persons (together withPAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

Sr. No. Name(s) of theshareholder(s) and

the Persons Acting inConcert (PAC) with

them

Numberof shares

Shares as apercentage of

total number ofshares

i.e., Grand Total(A)+(B)+(C)indicated in

Statement at para(I)(a)

above

Details of warrants Details of convertiblesecurities

Total shares(includingunderlying

sharesassuming fullconversion ofwarrants andconvertible

securities) as a% of dilutedshare capital

TOTAL

(I)(d)

Sr. No. Name of the shareholder Number of locked-in shares Locked-in shares as a percentage of totalnumber of shares i.e., Grand Total(A)+(B)+(C) indicated in Statement at para(I)(a) above

1 0.002 0.003 0.004 0.005 0.006 0.007 0.008 0.009 0.00

0 0.00

Statement showing details of locked-in shares

TOTAL

(II)(a)

Sr. No. Type of outstanding DR(ADRs, GDRs, SDRs, etc.)

Number of outstandingDRs

Number of shares underlyingoutstanding DRs

Shares underlying outstanding DRs as apercentage of total number of shares i.e.,Grand Total (A)+(B)+(C) indicated inStatement at para (I)(a) above

1 0.002 0.003 0.004 0.005 0.006 0.007 0.008 0.009 0.00

0 0 0.00

Statement showing details of Depository Receipts (DRs)

TOTAL

(II)(b)

Sr. No. Name of the DR Holder Type of outstanding DR(ADRs, GDRs, SDRs,etc.)

Number of shares underlying outstandingDRs

Shares underlying outstanding DRs as apercentage of total number of shares i.e.,Grand Total (A)+(B)+(C) indicated inStatement at para (I)(a) above

1 0.002 0.003 0.004 0.005 0.006 0.007 0.008 0.009 0.00

TOTAL 0 0.00

Statement showing holding of Depository Receipts (DRs), where underlying shares heldby "promoter/promoter group" are in excess of 1% of the total number of shares

Partly paid-up shares:- No. of partly paid-up sharesAs a % of total no. of partly paid-up shares

As a % of total no. of shares of thecompany

Held by promoter/promoter group 0 0 0Held by public 0 0 0

Total 0 0 0

Outstanding convertible securities:- No. of outstanding securitiesAs a % of total no. of outstandingconvertible securities

As a % of total no. of shares ofthe company, assuming fullconversion of the convertiblesecurities

Held by promoter/promoter group 0 0 0Held by public 0 0 0

Total 0 0 0

Warrants:- No. of warrantsAs a % of total no.of warrants

As a % of total no. of shares of thecompany, assuming full conversion ofwarrants

Held by promoter/promoter group 0 0 0Held by public 0 0 0

Total 0 0 0

Total paid-up capital of the company,assuming fullconversion of warrants andconvertible securities 31407000

Introductory sub-table (I)(a)

Name of the Company: Megri Soft Limited

Scrip Code, Name of the scrip, class of security: Equity

Quarter ended: 31st December 2014

Categorycode

Category ofShareholder

Number ofShareholders

Total numberof shares

Number ofshares held indematerializedform

As apercentageof(A+B)1

As apercentage of

(A+B+C)

Number ofshares

As a percentage

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)= (VIII)/(IV)*10(A) Shareholding of Promoter and Promoter

Group21 Indian

(a) Individuals/ Hindu Undivided Family

9 1488850 47.41 47.41(b) Central Government/ State

Government(s)

(c) Bodies Corporate 2 463200 14.75 14.75(d) Financial Institutions/ Banks(e) Any Others(Specify)

(e-i)(e-ii)

Sub Total(A)(1) 11 1952050 0 62.15 62.15 0 0.00

2 Foreigna Individuals (Non-Residents Individuals/

Foreign Individuals)

b Bodies Corporatec Institutionsd Qualified Foreign Investore Any Others(Specify)

Statement Showing Shareholding PatternTable (I)(a)

Total shareholding as apercentage of totalnumber of shares

Shares Pledged or otherwiseencumbered

e-ie-ii

Sub Total(A)(2) 0 0 0 0.00 0.00 0 0.00

Total Shareholding of Promoter andPromoter Group (A)= (A)(1)+(A)(2) 11 1952050 0 62.15 62.15 0 0.00

(B) Public shareholding1 Institutions

(a) Mutual Funds/ UTI(b) Financial Institutions / Banks(c) Central Government/ State

Government(s)(d) Venture Capital Funds(e) Insurance Companies(f) Foreign Institutional Investors(g) Foreign Venture Capital Investors(h) Qualified Foreign Investor(i) Any Other (specify)

(i-ii)(i-ii)

Sub-Total (B)(1) 0 0 0 0.00 0.00 0 0.00

B 2 Non-institutions(a) Bodies Corporate 6 330400 10.52 10.52(b) Individuals

I

Individuals -i. Individual shareholdersholding nominal share capital up to Rs 1lakh

508 501100 15.96 15.96II ii. Individual shareholders holding

nominal share capital in excess of Rs. 1lakh.

12 357150 11.37 11.37(c) Qualified Foreign Investor

(d) Any Other (specify)(d-i)

(d-ii)

Sub-Total (B)(2) 526 1188650 0 37.85 37.85 0 0.00

(B)Total Public Shareholding (B)=(B)(1)+(B)(2)

526 1188650 0 37.85 37.85 0 0.00

TOTAL (A)+(B) 537 3140700 0 100.00 100.00 0 0.00

(C) Shares held by Custodians and againstwhich Depository Receipts have beenissued

1 Promoter and Promoter Group

2 PublicSub-Total (C ) 0 0 0 0 0 0 0

GRAND TOTAL (A)+(B)+(C) 537 3140700 0 100.00 0 0.00

(I)(b

Total shares (includingunderlying sharesassuming fullconversion of warrantsand convertiblesecurities) as a % ofdiluted share capital

Numberof shares

held

As a % of grandtotal (A)+(B) +( C )

No. As a percentage As a % ofgrand total

(A)+(B)+(C)of sub-clause

(I)(a )

Numberof

warrantsheld

As a %total

numberof

warrantsof thesameclass

Numberof

convertible

securitiesheld

As a %total

numberof

convertible

securitiesof thesameclass

(I) (II) (III) (IV) (V) (VI)=(V)/(III)*100 (VII) (VIII) (IX) (X) (XI) (XII)1 Mohnesh Kohli 638000 20.312 Neena Kohli 391100 12.453 Aprajita Kohli 151700 4.834 Austin Kohli 1000 0.035 Rajnesh Sharma 60800 1.946 M.L. Kohli 46700 1.497 Mohnesh Kohli HUF 152850 4.878 Shweta Sharma 25000 0.809 Mahesh Kohli 21700 0.69

10 Basel Investments Limited 307700 9.8011 Kohli & Kohli Financial Consultants Limited 155500 4.95

1952050 62.15 0 0.00 0.00 0 0 0 0

Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the category “Promoter and Promoter Group”

Sr.No. Name of the shareholder

Details of Shares held Encumbered shares (*) Details ofwarrants

Details ofconvertiblesecurities

TOTAL(*) The term “encumbrance” has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations, 201

(I)(c

Numberofwarrantsheld

As a %totalnumber ofwarrants ofthe sameclass

Number ofconvertiblesecuritiesheld

% w.r.ttotalnumber ofconvertiblesecurities ofthe sameclass

1 Om Securities Limited 58100 1.852 Mohn Sibte 60000 1.913 Sukhvir Singh 42000 1.344 Megri Exports Limited 127300 4.055 Consolidated Capital Invest Care Limited 129500 4.12

416900 13.27 0 0 0 0 0

Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to thecategory “Public” and holding more than 1% of the total number of shares

Sr. Name of the shareholder Numberof

sharesheld

Shares as apercentage of totalnumber of sharesi.e., Grand Total

(A)+(B)+(C)indicated in

Statement at para(I)(a) above

Details of warrants Details of convertiblesecurities

Total shares(including

underlying sharesassuming fullconversion ofwarrants and

convertible securities)as a % of diluted

sharecapital

TOTAL

(I)(c)(ii

Numberof

warrants

As a % totalnumber ofwarrants of

thesame class

Number ofconvertiblesecurities

held

% w.r.ttotal

number ofconvertiblesecurities

of the sameclass

12345678910

0 0.00 0 0 0 0 0

Statement showing holding of securities (including shares, warrants, convertible securities) of persons (together withPAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

Sr. No. Name(s) of theshareholder(s) and

the Persons Acting inConcert (PAC) with

them

Numberof shares

Shares as apercentage of

total number ofshares

i.e., Grand Total(A)+(B)+(C)indicated in

Statement at para(I)(a)

above

Details of warrants Details of convertiblesecurities

Total shares(includingunderlying

sharesassuming fullconversion ofwarrants andconvertible

securities) as a% of dilutedshare capital

TOTAL

(I)(d)

Sr. No. Name of the shareholder Number of locked-in shares Locked-in shares as a percentage of totalnumber of shares i.e., Grand Total(A)+(B)+(C) indicated in Statement at para(I)(a) above

1 0.002 0.003 0.004 0.005 0.006 0.007 0.008 0.009 0.00

0 0.00

Statement showing details of locked-in shares

TOTAL

(II)(a)

Sr. No. Type of outstanding DR(ADRs, GDRs, SDRs, etc.)

Number of outstandingDRs

Number of shares underlyingoutstanding DRs

Shares underlying outstanding DRs as apercentage of total number of shares i.e.,Grand Total (A)+(B)+(C) indicated inStatement at para (I)(a) above

1 0.002 0.003 0.004 0.005 0.006 0.007 0.008 0.009 0.00

0 0 0.00

Statement showing details of Depository Receipts (DRs)

TOTAL

(II)(b)

Sr. No. Name of the DR Holder Type of outstanding DR(ADRs, GDRs, SDRs,etc.)

Number of shares underlying outstandingDRs

Shares underlying outstanding DRs as apercentage of total number of shares i.e.,Grand Total (A)+(B)+(C) indicated inStatement at para (I)(a) above

1 0.002 0.003 0.004 0.005 0.006 0.007 0.008 0.009 0.00

TOTAL 0 0.00

Statement showing holding of Depository Receipts (DRs), where underlying shares heldby "promoter/promoter group" are in excess of 1% of the total number of shares

Partly paid-up shares:- No. of partly paid-up sharesAs a % of total no. of partly paid-up shares

As a % of total no. of shares of thecompany

Held by promoter/promoter group 0 0 0Held by public 0 0 0

Total 0 0 0

Outstanding convertible securities:- No. of outstanding securitiesAs a % of total no. of outstandingconvertible securities

As a % of total no. of shares ofthe company, assuming fullconversion of the convertiblesecurities

Held by promoter/promoter group 0 0 0Held by public 0 0 0

Total 0 0 0

Warrants:- No. of warrantsAs a % of total no.of warrants

As a % of total no. of shares of thecompany, assuming full conversion ofwarrants

Held by promoter/promoter group 0 0 0Held by public 0 0 0

Total 0 0 0

Total paid-up capital of the company,assuming fullconversion of warrants andconvertible securities 31407000

Introductory sub-table (I)(a)

Name of the Company: Megri Soft Limited

Scrip Code, Name of the scrip, class of security: Equity

Quarter ended: 30th September 2014

Categorycode

Category ofShareholder

Number ofShareholders

Total numberof shares

Number ofshares held indematerializedform

As apercentageof(A+B)1

As apercentage of

(A+B+C)

Number ofshares

As a percentage

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)= (VIII)/(IV)*10(A) Shareholding of Promoter and Promoter

Group21 Indian

(a) Individuals/ Hindu Undivided Family

9 1488850 47.41 47.41(b) Central Government/ State

Government(s)

(c) Bodies Corporate 2 463200 14.75 14.75(d) Financial Institutions/ Banks(e) Any Others(Specify)

(e-i)(e-ii)

Sub Total(A)(1) 11 1952050 0 62.15 62.15 0 0.00

2 Foreigna Individuals (Non-Residents Individuals/

Foreign Individuals)

b Bodies Corporatec Institutionsd Qualified Foreign Investore Any Others(Specify)

Statement Showing Shareholding PatternTable (I)(a)

Total shareholding as apercentage of totalnumber of shares

Shares Pledged or otherwiseencumbered

e-ie-ii

Sub Total(A)(2) 0 0 0 0.00 0.00 0 0.00

Total Shareholding of Promoter andPromoter Group (A)= (A)(1)+(A)(2) 11 1952050 0 62.15 62.15 0 0.00

(B) Public shareholding1 Institutions

(a) Mutual Funds/ UTI(b) Financial Institutions / Banks(c) Central Government/ State

Government(s)(d) Venture Capital Funds(e) Insurance Companies(f) Foreign Institutional Investors(g) Foreign Venture Capital Investors(h) Qualified Foreign Investor(i) Any Other (specify)

(i-ii)(i-ii)

Sub-Total (B)(1) 0 0 0 0.00 0.00 0 0.00

B 2 Non-institutions(a) Bodies Corporate 6 330400 10.52 10.52(b) Individuals

I

Individuals -i. Individual shareholdersholding nominal share capital up to Rs 1lakh

508 501100 15.96 15.96II ii. Individual shareholders holding

nominal share capital in excess of Rs. 1lakh.

12 357150 11.37 11.37(c) Qualified Foreign Investor

(d) Any Other (specify)(d-i)

(d-ii)

Sub-Total (B)(2) 526 1188650 0 37.85 37.85 0 0.00

(B)Total Public Shareholding (B)=(B)(1)+(B)(2)

526 1188650 0 37.85 37.85 0 0.00

TOTAL (A)+(B) 537 3140700 0 100.00 100.00 0 0.00

(C) Shares held by Custodians and againstwhich Depository Receipts have beenissued

1 Promoter and Promoter Group

2 PublicSub-Total (C ) 0 0 0 0 0 0 0

GRAND TOTAL (A)+(B)+(C) 537 3140700 0 100.00 0 0.00

(I)(b

Total shares (includingunderlying sharesassuming fullconversion of warrantsand convertiblesecurities) as a % ofdiluted share capital

Numberof shares

held

As a % of grandtotal (A)+(B) +( C )

No. As a percentage As a % ofgrand total

(A)+(B)+(C)of sub-clause

(I)(a )

Numberof

warrantsheld

As a %total

numberof

warrantsof thesameclass

Numberof

convertible

securitiesheld

As a %total

numberof

convertible

securitiesof thesameclass

(I) (II) (III) (IV) (V) (VI)=(V)/(III)*100 (VII) (VIII) (IX) (X) (XI) (XII)1 Mohnesh Kohli 638000 20.312 Neena Kohli 391100 12.453 Aprajita Kohli 151700 4.834 Austin Kohli 1000 0.035 Rajnesh Sharma 60800 1.946 M.L. Kohli 46700 1.497 Mohnesh Kohli HUF 152850 4.878 Shweta Sharma 25000 0.809 Mahesh Kohli 21700 0.69

10 Basel Investments Limited 307700 9.8011 Kohli & Kohli Financial Consultants Limited 155500 4.95

1952050 62.15 0 0.00 0.00 0 0 0 0

Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the category “Promoter and Promoter Group”

Sr.No. Name of the shareholder

Details of Shares held Encumbered shares (*) Details ofwarrants

Details ofconvertiblesecurities

TOTAL(*) The term “encumbrance” has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations, 201

(I)(c

Numberofwarrantsheld

As a %totalnumber ofwarrants ofthe sameclass

Number ofconvertiblesecuritiesheld

% w.r.ttotalnumber ofconvertiblesecurities ofthe sameclass

1 Om Securities Limited 58100 1.852 Mohn Sibte 60000 1.913 Sukhvir Singh 42000 1.344 Megri Exports Limited 127300 4.055 Consolidated Capital Invest Care Limited 129500 4.12

416900 13.27 0 0 0 0 0

Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to thecategory “Public” and holding more than 1% of the total number of shares

Sr. Name of the shareholder Numberof

sharesheld

Shares as apercentage of totalnumber of sharesi.e., Grand Total

(A)+(B)+(C)indicated in

Statement at para(I)(a) above

Details of warrants Details of convertiblesecurities

Total shares(including

underlying sharesassuming fullconversion ofwarrants and

convertible securities)as a % of diluted

sharecapital

TOTAL

(I)(c)(ii

Numberof

warrants

As a % totalnumber ofwarrants of

thesame class

Number ofconvertiblesecurities

held

% w.r.ttotal

number ofconvertiblesecurities

of the sameclass

12345678910

0 0.00 0 0 0 0 0

Statement showing holding of securities (including shares, warrants, convertible securities) of persons (together withPAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

Sr. No. Name(s) of theshareholder(s) and

the Persons Acting inConcert (PAC) with

them

Numberof shares

Shares as apercentage of

total number ofshares

i.e., Grand Total(A)+(B)+(C)indicated in

Statement at para(I)(a)

above

Details of warrants Details of convertiblesecurities

Total shares(includingunderlying

sharesassuming fullconversion ofwarrants andconvertible

securities) as a% of dilutedshare capital

TOTAL

(I)(d)

Sr. No. Name of the shareholder Number of locked-in shares Locked-in shares as a percentage of totalnumber of shares i.e., Grand Total(A)+(B)+(C) indicated in Statement at para(I)(a) above

1 0.002 0.003 0.004 0.005 0.006 0.007 0.008 0.009 0.00

0 0.00

Statement showing details of locked-in shares

TOTAL

(II)(a)

Sr. No. Type of outstanding DR(ADRs, GDRs, SDRs, etc.)

Number of outstandingDRs

Number of shares underlyingoutstanding DRs

Shares underlying outstanding DRs as apercentage of total number of shares i.e.,Grand Total (A)+(B)+(C) indicated inStatement at para (I)(a) above

1 0.002 0.003 0.004 0.005 0.006 0.007 0.008 0.009 0.00

0 0 0.00

Statement showing details of Depository Receipts (DRs)

TOTAL

(II)(b)

Sr. No. Name of the DR Holder Type of outstanding DR(ADRs, GDRs, SDRs,etc.)

Number of shares underlying outstandingDRs

Shares underlying outstanding DRs as apercentage of total number of shares i.e.,Grand Total (A)+(B)+(C) indicated inStatement at para (I)(a) above

1 0.002 0.003 0.004 0.005 0.006 0.007 0.008 0.009 0.00

TOTAL 0 0.00

Statement showing holding of Depository Receipts (DRs), where underlying shares heldby "promoter/promoter group" are in excess of 1% of the total number of shares

S. N Particulars As At As At As At As At As AtMarch 31,2014 March 31,2013 March 31,201 March 31,201 March 31,201

(Rs) (Rs) (Rs) (Rs) (Rs)

I EQUITY & LIABILITIES

1 SHAREHOLDERS' FUNDSShare Capital 31407000 31407000 31407000 31407000 31407000Reserve & Surplus 123637421 103578177 77141150 55118463 33495173

2 NON CURRENT LIABILTIESLong-Term Borrowings 1742192 2522072 3000000 - -Deffered Tax Liability 948261 948261 737324 -Other Long-Term Liabilities - - - -Long-Term Provisions - - - -

3 CURRENT LIABILTIESTrade Payable 649717 - 120227Other Current Liabilities 8155916 6521696 4718166 4832857 982042Short-Term Provisions - - 395991 320525

166540507 144977206 117123867 91754311 66204740

II ASSETS

1 NON-CURRENT ASSETSTangible Assets 8363782 9686577 9825517 4305270 2924338Intengible Assets 5016417 6295707 7653666 7972156 6727156Capital Work-in-Progress 2852000 - - - -

Non-Current Investments 6616814 13886814 17720716 23288100 17023100Deffered Tax Assests 65325 -Long-Term Loans and Advances 61442208 49694042 37236695

2 CURRENT ASSETSInventories - - - - -Trade Receivable 7851512 4883340 3244569 4395580 5382985Cash and Cash Equivalents 69189302 59097083 39948274 39064136 20899080Short-Term Loans and Advances 5143147 1433643 1494430 12729069 13248081Other Current Assets - -

166540507 144977206 117123867 91754311 66204740

Megri Soft LimitedBalance Sheet

Total Equity and Liabilities

Total Assets

S. No Particulars Year ended Year ended Year ended Year ended Year endedMarch 31,2014 March 31,2013 March 31,201 March 31,201 March 31,201

(Rs) (Rs) (Rs) (Rs) (Rs)

III REVENUE

IT Services and Other income 50077354 68829571 68721582 45101927 26159618

50077354 68829571 68721582 45101927 26159618

IV EXPENSES

IT Operating Expenses 10512533 15429853 16049754 6116638 3670023Employees Benefit Expenses 5706198 9370724 13270522 7760722 4679024Administrative Expenses 4665322 5145159 6736849 8066385 4004000Finance Expenses 3769004 5918852 400364 1029771 2343673Depreciation & Amortization Expenses 2913014 2850899 2155479 353321 230937

27566070 38715487 38612968 23326837 14927657

V Profit/(Loss) Before Tax 22511284 30114084 30108614 21775090 11231961

Tax Expenses:-Provision for Tax 2517365 3466120 7592794 151800 139500Deffered Tax (65325) 210937 493133

VI Profit/(Loss) For The Year 20059244 26437027 22022687 21623290 11092461

1) Basic 6.39 8.42 7.01 6.88 3.532) Diluted 6.39 8.42 7.01 6.88 3.53

Megri Soft LimitedStatement of Profit and Loss

Total revenue

Total expenses

Earning per Equity share of Rs. 10/- each:

S. No. Particulars Year ended Year ended Year ended Year ended Year ended

March 31,2014 March 31,201 March 31,201 March 31,201 March 31,201

(Rs) (Rs) (Rs) (Rs) (Rs)

A CASH FLOW FROM OPERATING ACTIVITIES

Net Profit Before Tax 22511284 30114084 30108614 21876686 11231961

Adjustments for:

Depreciation 2913014 2850899 2155479 353321 230937

Interest & Finance Charges 1719004 321847 (1355650)

Interest on FD (5678379) (4217521)

Dividend and other Income (75654) (3877021) (2038184) (15753)

Provision for Deferred Tax 86052

Operating Profit before Working Capital Changes 21464923 28993655 28387072 20191823 10177547

Adjustments for:

Decrease/(Increase) in Trade Receivables (2968172) (1638771) 1151011 987405 (1597159)

Increase/(Decrease) in Other Current Liabilities 1634220 (114691)

Increase/(Decrease) in Trade Payables 649716 1683303 120227 3926281 (1302567)

Cash generated from operations 20780687 29038187 29543619 25105509 7277821

Interest Paid (23242)

Income Tax paid (2517365) (3466120) (7592794) (253396) (1785942)

Net Cash flow from Operating activities 18263322 25572067 21950825 24852113 5468637

B CASH FLOW FROM INVESTING ACTIVITIES

(Purchase)/Sale of Fixed Assets (3162928) (1353999) (8557237) (2979253) (2642165)

(Increase)/Decrease in FDR (9375272) (18407820) (12403630)

(Increase)/Decrease in Investment 7270000 3833902 5567384 (14529970) (2900000)

Long-Term advance (11748166) (12457347) (24638520)

(Increase)/Decrease in Advances & Others (3709504) 60787 (315335) 504662 1689321

Interest on FD 5678379 4217521 1355650

Dividend and other Income 75654 3877021 2038184

Net Cash used in Investing activities (15047491) (24031302) (36470317) (14966377) (2497194)

C CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Long term Borrowings (779880) (477928) 3000000 0

Interest paid (1719004) (321847)

Net Cash used in financing activities (2498884) (799775) 3000000 0 0

Net increase in cash & Cash Equivalents 716947 740990 (11519492) 9885736 2971443

Cash and Cash equivalents (Opening Balance) 2823958 2082968 13602460 3716724 745281

Cash and Cash equivalents (Closing Balance) 3540905 2823958 2082968 13602460 3716724

Megri Soft LimitedCash Flow Statement

Company Secretary & Compliance Officer

Ms. Ankita Jain, having residence at, H. No. 60, Govind Nagar, Near Happy Hour

School, Ambala Cantt, Haryana­133001, is an associate member of the

Institute of Company Secretaries of India having experience in Company Law

and Corporate Compliance matters.

Membership No. ACS­37016

Composition of Board

The Composition of the Company’s Board of Directors is in compliance with

clause 49 of the Listing Agreement. In general terms, a member of the board of

directors may be defined as Independent when an individual in question has no

business, family or other relationship that might be assumed to affect his or her

views and decisions.

The formation of Board has been done in compliance with clause 49 of the

Listing Agreement, Comprising of 5 members out of which two are independent

Directors. The Brief details of the same stand as below:

S. No. Name and Address Designation

1. Mohnesh Kohli

Promoter & Non­ Executive Director

2. Anil Kumar Goyal

Non Executive & Independent Director

3. Aprajita Kohli

Non Executive & Non­Independent Director

4. Ajay Jagga

Non Executive & Independent Director

5. Rajnesh Sharma Executive Director

Mr. Mohnesh Kohli

Promoter & Non­ Executive Director

Mr. Mohnesh Kohli aged About 52 Years is a Fellow Member of the Institute of

Chartered Accountants of India. He is a having more than 28 years experience

in the area of accountancy and financial consultancy. He is also a member of

Audit Committee & Shareholders/Investors Grievance Committee. With his rich

& varied experience in the field of financial & corporate laws he is very helpful in

decision making of the company.

PAN­ AFXPK8720K

DIN­01784617

Address­# 539, Sector 36B, Chandigarh­160036

Mr. Anil Kumar Goyal

Non­ Executive & Independent Director

Mr. Anil Kumar Goyal aged About 60 Years is a Fellow Member of the Institute

of Chartered Accountants of India. He is a Chartered Accountant in practice

having more than 30 years experience in the area of accountancy and financial

consultancy. He is also chairman of Audit Committee & Shareholders Grievance

Committee.With his experience he is very helpful in decision making of the

company.

PAN­ ABJPG6625P

DIN­00874488

Address­ # 547, Sector 48A Chandigarh­160047

Mr. Ajay Jagga

Non­ Executive & Independent Director

Mr. Ajay Jagga aged about 50 years is an advocate in High Court Chandigarh. He

is having more than 28 years experience in the area of taxation and legal

matters.He is also a member of dit Committee and Shareholders Grievance

Committee. With his vast experience in legal matters he is very helpful in

decision making of the company.

PAN­ AFCPS8294P

DIN­02637549

Address­ # 736, Sector 22 A, Chandigarh­160022

Mr. Rajnesh Sharma

Executive Director

Mr. Rajnesh Sharma is a technical graduate and is having more than 20 years

experience in the area of finance & web services.He joined the company in 1998

and with his vast experience in legal matters he is very helpful in decision

making of the company.

PAN­ AAOPJ5241N

DIN­02528435

Address­ #787, Sector 2, Panchkula, Haryana­134112

Ms. Aprajita Kohli

Non­ Executive & Non­Independent Director

Ms. Aprajita Kohli is a graduate from London. Since the company is a hundred

percent exports oriented IT company, her knowledge and experience of UK is

helping the company in its growth.

PAN­BEWPK1593K

DIN­02489600

Address:#536, , Sector 36­B,Chandigarh ­160036

Audit Committee

The Board constituted an Audit Committee represented by 3 directors. All

the members of Audit Committee are financially literate & 2 out of 3 have

accounting & related financial management expertise as required for

members of Committee as stipulated in clause 49 of the Listing

Agreement

The Audit Committee stands as follow:

Sr. No. Name of Directors Category

1 Anil Kumar Goyal ­ Chairman Non executive Independent Director

2 Ajay Jagga ­ Member Non executive Independent Director

3 Mohnesh Kohli ­ Member Promoter Non Executive Director

Investor Grievance Committee

The Investor Grievances are resolved by Shareholder/Investor Grievance

Committee who operates subject to overall supervision of the Board.

The Committee meets on the requirement basis during the financial year

to monitor and review the matters relating to investor grievances which

comprise of:

1. The transfer of shares; including review of cases for refusal of

transfer/transmission of shares and debentures;

2. Redressal of shareholder(s) and investor(s) complaints like transfer of

shares, non­receipt of balance sheet, non­receipt of declared dividends

etc;

3. Issue of duplicate /split / consolidated share certificate;

4. Allotment and listing of shares;

5. The movement in shareholdings and ownership structure

6. Ensuring proper and timely attendance and redressal of investor

queries and grievances.

The Investor Grievance Committee stands as follow:

Sr. No. Name of Directors Category

1 Anil Kumar Goyal ­ Chairman Non executive Independent Director

2 Ajay Jagga ­ Member Non executive Independent Director

3 Mohnesh Kohli ­ Member Promoter Non Executive Director

Details of PAN/TAN of the company

Sr. No Name of the

company

PAN of the

company

TAN of the company

1. Megri Soft Limited AABCC2466Q PTLM13292G

Details of PAN/DIN of the Directors/Promoters/Entities belonging

to Promoter Group/Compliance officer

S. No. Name of the

Persons

Category

(Promoter/promoter

group/Director/Compl

iance Officer)

PAN of the

person

DIN ­ only in

case of

Directors

1. Mohnesh Kohli Promoter Director AFXPK8720K 01784617

2. Aprajita Kohli Director BEWPK1593K 02489600

3. Rajnesh Sharma Director AFCPS8294P 02528435

4. Ajay Jagga Director AAOPJ5241N 02637549

5. Anil Kumar Goyal Director ABJPG6625P 00874488

6. Ankita Jain Company Secretary &

Compliance Officer

AKBPJ5666N N.A.

7. Neena Kohli Promoter Group ABRPN7434K N.A.

8. Aprajita Kohli Promoter Group BEWPK1593K N.A.

9. Austin Kohli Promoter Group AFXPK8720K

(Guardian) N.A.

10. Rajnesh Sharma Promoter Group AFCPS8249P N.A.

11. M.L. Kohli Promoter Group AIKPK0945L N.A.

12. Mohnesh Kohli HUF Promoter Group AALHM1682F N.A.

13. Shweta Sharma Promoter Group EKXPS2002H N.A.

14. Mahesh Kohli Promoter Group ABLPK9701G N.A

15. Basel Investments

Limited

Promoter Group AABCC2465P N.A.

16. Kohli & Kohli

Financial

Consultants

Limited

Promoter Group AAACK8776E N.A.

Declaration

No statement made in this Information Memorandum contravenes any of the

provisions of the Companies Act, 1956 and the rules made there under. All the

legal requirements connected with the said issue as also the guidelines,

instructions etc. issued by SEBI, Government and any other competent authority

in this behalf have been duly complied with.

All the information contained in this document is true and correct.

On behalf of the Board of Directors of

Megri Soft Limited

Ankita Jain

(Company Secretary)

M. No. ACS­37016