Your Directors take pleasure in presenting the 33^rd Annual Report on the business and operations of
Telecanor Global Limited (“Company”) together with the audited financial statements along with the
report of the Auditors for the financial year ended March 31, 2025 prepared as per Indian Accounting
Standards prescribed under Section 133 of the Companies Act, 2013 ('the Act').

FINANCIAL HIGHLIGHTS

The Company’s financial performance for the financial year ended 31^st March, 2025 is summarised
below for the year ended March 31, 2025:

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting
Standards (Ind AS), notified under the Companies (Indian Accounting Standards) Rules, 2015 read with
Section 133 and other relevant provisions of the Companies Act, 2013.

DIVIDEND

Your Directors have not recommended any dividend in view of the nominal profit in the present
financial year. There is a nominal profit of Rs. 76.56 Lakhs in the current financial year against a profit
of Rs. 0.82 Lakhs in the previous financial year. The main reason behind the low profit as the company
has yet to start its operations in full swing.

RESERVES AND SURPLUS

During the financial year under review, Rs. 76.56 was transferred to the General Reserve. The balance
transferred in Reserves and Surplus as at 31^st March, 2025, stood at Rs. 76.56 Lakhs (previous year Rs.

0.82 Lakhs).

BUSINESS OPERATIONS & OUTLOOK

The Company is mainly in the business of providing ancillary services to the telecom industry, however
the sector is still not encouraging and also there is lack of available prospects in the said industry and
also the same is not visible at this point of time. However, the company is marketing its IVR Systems and
Core banking. The Company is also putting its best possible efforts to expand its VAS business. But due
to these unavoidable circumstances the company was not able to start its operations.

As the Company is mainly in the business of providing technology for blockchain solutions, payment
gateways and related services. As the settlement has been reached with the bankers the company is
expecting a good growth in the ensuing years in technology as well as its Aqua business.

SHARE CAPITAL OF THE COMPANY

During the Financial Year 2024-25, following changes took place in Share capital structure of the
Company:

a) Authorised Share Capital

During the financial year 2024-25, Authorised share capital of your company has been increased from
Rs. 14,00,00,000/- (Rupees Fourteen Crores Only) consisting of 1,40,00,000 (One Crore and Forty Lakh)
equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 20,00,00,000/- (Rupees Twenty Crores Only)
consisting of 2,00,00,000 (Two Crore) equity shares of Rs. 10/- (Rupees Ten Only) each.

The increase in authorized share capital provides the company with greater flexibility to raise additional
funds in the future by issuing new shares.

b) Issued, Subscribed and Paid Up Share Capital

There were no changes in Issued, Subscribed and Paid up Share Capital during the Financial Year 2024¬
25. As on 31^st March, 2025 the issued, subscribed and Paid-up Share Capital of the company was Rs.
11,39,09,140 (Rupees Eleven Crore Thirty Nine Lakhs Nine Thousand One Hundred and Forty only)
divided into 1,13,90,914 equity shares of the face value of Rs. 10/- each fully paid up.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The company had no subsidiary, joint venture and associate company during the year under review.
EXTRACT OF ANNUAL RETURN

Under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 and read with Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an extract of the Annual Return is available
on the website of the Company at: www.telecanor.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies
(Appointment and Qualifications of Directors) Rules, 2014 and the Articles of Association of the
Company, Mrs. Pilli Swetha (DIN: 06397865) Director of the Company, retires by rotation at the ensuing
Annual General Meeting of the Company and offers herself to be re-appointed as Executive Director of
the company.

b) Change in Designation

During the year under review, there is a Change in Designation of Mr. Praturi Maruti Ram [DIN:
01556649] from Additional Director to Director who was appointed as Additional Director by the Board
of Directors of the company at their meeting held on 08.03.2025, and who holds office up to the date of
this Annual General Meeting be and is hereby appointed as the Director of the Company.

However, change in Designation of Mr. Praturi Maruti Ram [DIN: 01556649] from Non-Executive
Director to Managing Director of the Company, for a period of five (5) years up to 29^th April 2030, liable
to retire by rotation and on such terms and conditions including salary and perquisites as approved by
the Nomination and Remuneration Committee in its meeting, inconsonance with the provisions of the
Act and in the best interest of the Company.

c) Composition of Board of Directors till date of the report

During the year under review, there is change in the composition of the Board as stated below_:

d)Key Managerial Personnel (KMP) till date of the report

In terms of Section 203 of The Companies Act, 2013; Following are the details of Key Managerial
Personnel and changes thereon.

e)Declaration from Independent Directors

The Company has received declaration from all the Independent Directors of the Company confirming
that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary
or associate company, or their promoters, or directors, during the two immediately preceding financial
years or during the current financial year;

4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction
with the company, its holding, subsidiary or associate company, or their promoters, or directors,
amounting to two percent. or more of its gross turnover or total income or fifty Lakhs rupees or such
higher amount as may be prescribed, whichever is lower, during the two immediately preceding
financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives—

• holds or has held the position of a key managerial personnel or is or has been employee of the
company or its holding, subsidiary or associate company in any of the three financial years
immediately preceding the financial year in which he is proposed to be appointed;

• is or has been an employee or proprietor or a partner, in any of the three financial years immediately
preceding the financial year in which he is proposed to be appointed, of—

• a firm of auditors or company secretaries in practice or cost auditors of the company or its holding,
subsidiary or associate company; or

The Board, after undertaking assessment and on examination of the relationships disclosed,
considered the following Non-Executive Directors as Independent Directors:

f)Annual Performance and Board Evaluation

The Board has devised a policy pursuant to the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, for performance evaluation of the
Board and individual Directors (including Independent Directors) and Committees which includes
criteria for performance evaluation of Non-executive Directors and Executive Directors. The Board has
devised questionnaire to evaluate the performances of Board, Board Committees and individual
Directors and Chairperson. The Chairman of respective Board Committees shared the report on
evaluation with the respective committee members. The performance of each Committee was evaluated
by the Board, based on report on evaluation received from respective Board Committees. The reports
on performance evaluation of the individual Directors were reviewed by the Chairman of the Board.

The evaluation framework for assessing the performance of Directors comprises of the following key
areas:

I. Attendance at Board Meetings and Committee Meetings;

II. Quality of contribution to Board deliberations;

III. Strategic perspectives or inputs regarding future growth of Company and its performance;

IV. Providing perspectives and feedback going beyond information provided by the management

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. The Remuneration Policy is stated in the
Corporate Governance Report.

AUDIT COMMITTEE AND ITS COMPOSITION

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with
respect to auditing and accounting matters. It also overviews the Company’s internal control and
financial reporting process. As on 31^st March, 2025, the Audit Committee comprised of

Mrs. Ratna Kumari Chiratanagandla, Chairman

Mrs. Nalgonda Sujatha

Mr. Pagidala Brahamananda Reddy

Mr. Dhawal Doshi, Company Secretary of the Company acts as the Secretary of the Audit Committee.
MEETINGS OF THE BOARD

During the financial year 2024-25, 8 (Eight) Board Meetings were convened and held. The intervening
gap between the Meetings was within the period prescribed under the Act. Details of all Board and
Committee meetings, including dates and director attendance, are provided in the Report on Corporate
Governance.

Here are the dates on which the Board Meetings were held during FY 2024-25_:

Details of the attendance of the directors at the Board Meetings held during the financial year ended on
31st march, 2025 are as follows:

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors, to the best of their knowledge and belief and according to the information and
explanations obtained by them and as required under Section 134(5) of the Companies Act, 2013 state
that:

a) in the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;

b) the Directors 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;

c) the Directors 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;

d) the Directors have prepared the annual accounts on a going concern basis;

e) 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

f) the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

a) Remuneration to the Directors/KMP

Managerial Remuneration and Particulars of Employees

The Information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Remuneration) Rules 2014 in respect of the employees of the Company are
given in Annexure - A forming part of the report.

DEPOSITS

During the financial year under review, the Company has not accepted any deposits within the meaning
of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules,
2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN
SECTION 188(1) OF THE COMPANIES ACT, 2013

Your company has no material individual transactions with its related parties which are covered under
section 188 of the Companies Act, 2013, which are not in the ordinary course of business and not
undertaken on an arm’s length basis during the financial year 2024-25.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

There are no Loans, guarantee or Investment as per Section 186 of the Companies Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVE

As the company does not have net worth of rupees five hundred crore or more, or turnover of rupees
one thousand crores or more or a net profit of rupees five crore or more during any financial year, the
disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not
applicable.

WHISTLE BLOWER / VIGIL MECHANISM POLICY

As required under section 177(9) & (10) of the Companies Act, 2013, the Company has established a
mechanism for Directors and employees to report concerns about unethical behaviour, actual or
suspected fraud, or violation of code of conduct or ethics policy. The mechanism also provides for
adequate safeguards against victimization of director(s) / employee(s) who avails of the mechanism
and also provides for direct access to the Chairman of the Audit Committee in the exceptional cases. Vigil
Mechanism policy is duly posted on the website of the company at www.telecanor.com.We affirm that
during the financial year 2024-25, no employee or director was denied access to the Audit Committee.

Accordingly, 'Whistle Blower Policy’ has been formulated with a view to provide a mechanism for the
Directors and employees of the Company to approach the Chairman of the Audit Committee of the
Company.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing.
It protects employees willing to raise a concern about serious irregularities within the Company.

STATUTORY AUDITORS

M/s. K.K.Goel & Associates., Chartered Accountant (FRN No. 005299N) were appointed as statutory
auditors of the Company shall hold office for a term of five years, from the conclusion of the 31^st Annual
General Meeting until the conclusion of the 35 ^th Annual General Meeting of the Company to be held in
the year 2027, subject to ratification of their appointment by the members, if required, at every
intervening Annual General Meeting held after this Annual General Meeting.

The Auditors’ Report on the financial statements of the Company for the financial year ended March 31,
2025 does not contain any reservation, qualification or adverse remarks and their report together with
the notes to Financial Statements are self-explanatory and hence do not call for any further comments
under Section 134 of the Act, except in respect of (a) outstanding undisputed statutory dues (b) the
company has defaulted in repayment of dues as referred in the Annexure-A point (vii) & (viii) in the
independent auditors report.

SECRETARIAL AUDITOR

During the year under review, the Company has complied with the provisions of Section 204 of the Act
and Regulation 24A of the Listing Regulations. The Secretarial Audit Report for the financial year ended
March 31, 2025 issued by Mrs. Manjula Poddar, Practising Company Secretary, Kolkata [C.P.No, 11252]
is enclosed as Annexure - B to this Report and it does not contain any reservation, qualification or
adverse remarks.

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

Particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and
outgo, is annexed to this report as “Annexure C”.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Management Discussion and Analysis Report have been made a part
of the Annual Report and is annexed to this report as “Annexure D”.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Corporate Governance Report of your Company and a Certificate
on Corporate Governance Compliance received from M/s K.K.Goel & Associates., Chartered Accountants,
are annexed to this Annual report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Company is mainly in the business of providing ancillary services to the telecom industry, however
the sector is still not encouraging and also there is lack of available prospects in the said industry and
also the same is not visible at this point of time. However, the company is marketing its IVR Systems and
Core banking. The Company is also putting its best possible efforts to expand its VAS business. But due
to these unavoidable circumstances the company was not able to start its operations.

As the Company is mainly in the business of providing technology for blockchain solutions, payment
gateways and related services. As the settlement has been reached with the bankers the company is
expecting a good growth in the ensuing years in technology as well as its Aqua business

INTERNAL FINANCIAL CONTROL SYSTEMS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems commensurate with the nature
of its business, size and complexity of its operations. Internal control systems comprising of policies and
procedures are designed to ensure reliability of financial reporting, compliance with policies,
procedures, applicable laws and regulations and that all assets and resources are acquired economically
and used efficiently and are adequately protected.

PREVENTION, PROHIBITION & REDRESSAL OF THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

The Company has in place an internal complaint committee under section 4 of The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no
complaint was filed before the said committee.

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of
The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013, An
Internal Complaints Committee has also been set up to redress complaints received on sexual
harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.
Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

POLICY ON ORDERLY SUCCESSION FOR APPOINTMENT

The Board has framed a policy which lays down a framework in relation to Orderly succession of
Directors senior Management based on recommendation made by Nomination and Remuneration
Committee.

The key features of the policy are as follows:

• Criteria for appointment and removal of Director, key managerial personnel and senior management.

• Criteria for performance evaluation.

• Criteria for fixing the remuneration of Director, key managerial personnel and senior management.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

Your company has organized a familiarisation programme for the independent directors as per the
requirement of the Companies Act 2013 along with the requirements of SEBI (LODR), Regulations 2015.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

As part of green initiative, the electronic copies of this Annual Report including the Notice of the 32^nd
AGM are sent to all members whose email addresses are registered with the Company / Registrar /
Depository Participant(s). As per SEBI Circular SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May,
2020 the requirement of sending physical copies of annual report to those shareholders who have not
registered their email addresses was dispensed with for Listed Entities who conducted their AGMs
during the calendar year 2025. The same has been implemented for Listed Entities who conducted their
AGMs during the calendar year 2021 vide SEBI Circular dated 15th January, 2021 and further during the
calendar year 2022 vide SEBI Circular dated 13th May, 2022. In this respect the physical copies are not
being sent to the shareholders. The copy of the same would be available on the
website: http://telecanor.com/. The initiatives were taken for asking the shareholders to register or
update their email addresses. The Company is providing e-voting facility to all its Members to enable
them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to
Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and
Administration) Rules, 2014. The instructions for e-voting are provided in the Notice.

Disclosure under Insolvency and Bankruptcy Code, 2016

During the year under review, neither any application was made nor any proceeding is pending against
the Company under the Insolvency and Bankruptcy Code, 2016.

Details of difference between amount of the valuation

There was no one time settlement by the Company with the Banks or Financial Institutions during the
year under review, thus, 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
along with the reasons thereof are not applicable.

INVESTOR RELATIONS

Your company always endeavours to keep the time of response to shareholders request/grievance at
the minimum. Priority is accorded to address all the issues raised by shareholders and provide them a
satisfactory reply at the earliest possible time. The Stakeholder Relationship Committee of the board
meets periodically and reviews the status of the Shareholders’ Grievances.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the continued co-operation,
guidance, support and assistance extended during the year under report by the Company’s bankers,
customers, suppliers, shareholders and the Government agencies. The Board of Directors wishes to
express its appreciation for the valuable contribution made by the employees and workmen at all levels
during the year under report.

For and on behalf of Board of Directors

For Telecanor Global Limited

Sd/-

Pilli Swetha
Whole Time Director
DIN: 06397865

Date: 08.04.2025
Place: Hyderabad