Your Directors have pleasure in presenting the 26^th Annual Report of your Company together with
the Audited Account for the year ended 31^st March 2024.

FINANCIAL RESULTS:

(Rs in Thousands)

1. COMPANY PERFORMANCE

During the year under review, the revenue from operation was Rs. 15,21,331910 (previous year Rs.
10,84,123360). Profit aftertax in this year was Rs. 1,01,774110 (Previous year was Rs.53,435260).

₂. msCI.OSURES OF AMOUNTS. IF ANY. TRANSFER TO ANY RESERVES

Rs. 10,17,74,110 has been transferred to General Reserves.

3. DIVIDEND

In order to conserve resources incurred by the Company, the Board does not recommend any final
dividend for the financial year ended 31^st March, 2024.

4. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE
YEAR/STATE OF COMPANY’S AFFAIR

The Company is engaged in the business of software service provider as well as company is also
engaged into providing full cyber security solution including buying and selling of software
product. There has been no change in the business of the Company during the financial year ended
31^st March, 2024.

5. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL
POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred
between the ends of the financial year to which this financial statement relate on the date of this
report.

6. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or an Associate Company.

7. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the Section 152(6) and other applicable provisions of the Act and the rules made
there under and the Articles of Association of the Company, Mr. Venu Gopal Peruri (DIN:
01 179369) Executive Director of the Company is liable to retire by rotation at the ensuing Annual
General Meeting (‘ AGM’) and being eligible, has offered himself for re-appointment.

There is no Key Managerial Personnel in the Company.

8. DECLARATION OF INDEPENDENT DIRECTORS

The provisions of Section 149 pertaining to the appointment of Independent Directors are not
applicable on the Company.

9. NUMBER OF MEETINGS OF THE BOARD

During the year under review, the Board met 5 times namely on 18/05/2023, 21/07/2023,
22/09/2023, 12/12/2023 and 31/03/2024.

10. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your

Directors state that:

1. In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures, if any;

2. They had 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 as at 31^st March, 2024 and of its Profit for the year
ended on that date;

3. They had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities; and

4. They had prepared the annual accounts for the year ended 31^st March, 2024 on a ‘accrual’
basis; and

5. the Directors have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively; and

6. They had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

11. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT

OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration

Committee are not applicable to the Company.

12. ISSUE OF SHARES

During the year there is no changes in the Share capital of the company. The paid up equity capital

as at March 31, 2024 stands 76,68,000. Authorised Share Capital is Rs. 1,00,00,000 (Rupees One

Crore only). During the year under review the Company has not issued fresh equity shares.

A) Issue of equity shares with differential rights - None

B) Issue of sw'eat equity shares - None

C) Issue of employee Stock options - None

D) Provision of money by company for purchase of its own shares by employees or by trustees for

the benefit of employees.

13. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013:

There was no loan given or guarantee given or investment made or security provided pursuant to
Section 186 of the Companies Act, 2013 during the year under review except the continuing loans
which were provided in past.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES MAKE PURSUANT TO SECTION 188 OF THE COMPANIES ACT. 2013

Details of each of the related party transaction as per Section 188 of the Companies Act 2013
entered into by the Company during the year under review are annexed herewith in Form AOC-2
as “Annexure A”.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN
EXCHANGE EARNINGS AND OUTGO

Since the Company does not own any manufacturing facility, the other particulars relating to
conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules,
2014 are not applicable however same is annexed as “Annexure B.”

16. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT

The Company has developed & implemented Risk Management Policy. However, Company has
not come across any element of risk which may threaten the existence of the Company.

17. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

It is the continuous endeavor of the Company to create and provide an environment to all its
employees that is free from discrimination and harassment including sexual harassment. During
the year ended 31^st March, 2024, no complaints pertaining to sexual harassment was received by
the Company.

The Company has formed Internal Complaint Committee as required under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed off during
the year 2023-24:

18. CORPORATE SOCIAL RESPONSIBILITY

During the year, the Company made a contribution of Rs. 10,11,000/- as a part of its CSR activity.
A detailed list of the CSR expenditure made is annexed herewith as “Annexure C.”

19. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies
(Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company. Hence,
disclosure pursuant to Section 177 (8) of the Companies Act, 2013 is not required.

20. VIGIL MECHNAISM POLICY

The provisions of Section 177 (9) & (10) of the Companies Act, 2013 is not applicable to the
Company. Hence, disclosure pursuant to Section 177 (9) & (10) of the Companies Act, 2013 is not
required.

21. DEPOSITS

The Company has not accepted any deposits from the public and as such there are no outstanding
deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

22. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT &
REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014

The details of employee(s) in receipt of remuneration exceeding the limits specified under Rule 5
(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is not
applicable to the company.

23. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE
REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN
STATUS AND COMPANY’S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunal which would
impact the going concern status of the Company and its future operations. Hence, disclosure
pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

24. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8
(5) (Viii) OF COMPANIES (ACCOUNTS) RULES. 2014:

The Company has an adequate Internal financial control system, commensurate with the size of its
business operations.

25. ANNUAL RETURN

The draft Annual Return of the Company as on March 31, 2024 in the Form MGT-7 in accordance
with the provisions of Section 92 (3), read with Section 134(3)(a) of the Companies Act, 2013
("Act”), and the Companies (Management and Administration) Rules 2014 is hosted on the website
of the Company and can be accessed at

26. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder, M/s. R K
Jagetiya & Co, Chartered Accountants, (FRN 146264W), were appointed as Statutory Auditors of
the Company and will continue to hold office till the year ended 31^st March 2028.

27. SECRETARIAL AUDIT REPORT

The provisions of Section 204 of the Companies Act, 2013 relating to submission of Secretarial
Audit Report is not applicable to the Company.

28. EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE
PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualification, reservation or adverse remark made by the Auditors in their report.

29. REPORTING OF FRAUDS

During the year under review, there have been no frauds reported by the Statutory Auditors of the
Company.

30. VALUATION:

There has been no instance of one-time settlement with Bank/Financial Institution and hence, the
disclosure regarding difference in valuation is not required.

31. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY:

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

32. COST RECORDS:

The Central Government has not mandated maintenance of cost records as required under section
148(1) of the Companies Act, 2013, in relation to the business operations of the Company.

33. SECRETARIAL STANDARDS:

The Company has Compiled with the applicable requirements as prescribed under the Secretarial
Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the
relevant provisions of the Companies Act, 2013 and Circulars/Notifications issued by Ministry of
Corporate Affairs in this regard.

34. ACKNOWLEDGEMENT

Your Directors record their appreciation for the full co-operation received from the banks, other
agencies and departments. The Directors are also thankful to staff and workers for their sincere co¬
operation and performance.

FOR AND BEHALF OF THE BOARD

v'i(

Venu G^pal Peruri Mohd Laeek Golandaz

Director ' Director

DIN: 01179369 DIN: 07937438

Place: Mumbai

Dated: 27^th September, 2024.