Cranes Software International Ltd

Dear Member,

The Directors of the Company have the pleasure to present this Integrated Annual Report of Cranes Software International Limited ("the Company") along with the audited financial statements for the financial year ended March 31, 2024.

The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Consolidated/ Standalone Financial Performance:

(Rs. in Lakhs)

2. Consolidated / Standalone Financial Performance:

The consolidated annual revenue from operations has registered a decrease of about 95% compared with the previous year and the Company has posted a consolidated loss from operations before tax of Rs. 4.76 crores as compared to profit of Rs. 142.09 crores in the previous year.

The standalone annual revenue from operations has registered a decrease by about 100% compared with the previous year. The profit for the period before tax stands at Rs. (18.67) crores as compared with profit of Rs. 114.76 crores in the previous year. The increase in the income and profits for the last year was majorly due to the one time settlement(s) (OTS) with Bank(s) due to write back.

The Company continues to improve operational effectiveness, optimize costs and increase market reach across all businesses. Barring unforeseen circumstances, these initiatives will have positive impact in future.

Your Directors are continuously working on different avenues for future growth of the company.

3. Change in the nature of business, if any:

There was no change in nature of business activity during the year.

4. Dividend:

The Board did not declare any dividend for the present financial year in the absence of distributable surplus.

5. Transfer to reserves:

There was no transfer to reserves during the year.

6. Share Capital:

During the financial year under review the Company in its Annual General Meeting held on 30th December 2023 approved the following:

1. The Authorised Preference Share Capital of the Company comprising of 2,00,000 preference shares of INR 100/- each aggregating to INR 2,00,00,000 (INR Two Crores only) were re-classified into 1,00,00,000 (One Crore) Equity Shares of INR 2/- each aggregating to INR 2,00,00,000 (INR Two Crores) and

2. The Authorised Share Capital of the Company was further increased from INR 35,00,00,000 (INR Thirty Five Crores only) comprising of 17,50,000 equity shares of INR 2/- each to INR 39,00,00,000 (INR Thirty Nine Crores only) comprising of 19,50,00,000 of INR 2/- each.

7. Listing/Delisting:

The equity shares of the Company are listed at BSE Limited ("BSE").The Equity Shares of the Company will continue to remain listed on BSE having nationwide terminals and the shareholders of the Company shall continue to avail the benefits of listing and trading on BSE.

8. Events Subsequent to the date of the Financial Statements:

The Company received the listing and trading approval from BSE with regard to the preferential allotment of 3,41,90,375 equity shares to M/s Techuni Ventures Private Limited towards converting the part loan into equity shares, by the shareholders in the Annual General Meeting dated 30th December 2023.These shares were issued as preferential allotment to M/s Techuni Ventures Private Limited.

9. Public Deposits:

The Company has not accepted or invited any deposits falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

During the period the Board was duly constituted as per the provisions of the Companies Act, 2013 and the following directors were on the board:

After the year end and as on the date of the Board's report, Ms Shital Darak Mandhana (DIN 07043909) was appointed as an Independent Director subject to the approval of the shareholders at the ensuing Annual General Meeting. A resolution seeking shareholders approval for her appointment as a non-executive Independent Director of the Company along with other required details forms part of the Notice of Annual General Meeting.

Further Mr. Richard Holden Gall resigned as an Independent Director on August 14, 2024 due to his advanced age. He was director of the Company for more than 20 years and contributed a lot to the Company. The Board wishes Mr. Richard Holden Gall all the very best for his retired and healthy life.

Pursuant to Section 203 of the Companies Act 2013 the Key Managerial Personnel for the period were as follows:

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

The Board met 8 (eight) times during the financial year. The meeting details are provided in the Corporate Governance report that forms part of this Annual report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. The Board met on 30.05.2023, 02.09.2023, 25.10.2023, 30.11.2023, 02.12.2023, 04.12.2023, 08.12.2023 and 14.02.2024 Further all the Directors of the Company were present on the Board Meetings.

As on March 31, 2024, the Board had four committees: the Audit Committee, the Nomination and Remuneration committee, Corporate Social Responsibility Committee, Stakeholder's Relationship Committee.

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance report.

The Company has the policy on Director's appointment and remuneration in place.

The guidelines for evaluating and assessing the performance of the directors were reviewed during the year. Generally, such assessment would include the decision-making abilities of individual directors, strategic and value addition contributions at the meetings, charting your company's policy and growth and introducing risk management policies.

As per listing regulations, the directors need to carry out an annual performance evaluation of the Board, independent directors, whole-time and non-whole-time directors, committees of the Board and chairman of the Board, which was done during the year.

a. The Honorable High Court of Karnataka had passed an order in favour of the Company in the matter of petition filed by Securities Exchange Board of India (SEBI) in the matter of delay in payment of dividend by the Company which was due to late approval from the Bank(s) pursuant to the loan agreement with the Bank(s), however the same was paid three years before any complaint was initiated by SEBI. SEBI had thereafter filed an appeal against the order in the Honorable Supreme Court of India. The matter is yet to be adjudicated by the Honorable Supreme Court of India.

b. The Honorable Supreme Court of India has put up a stay order in the cheque bounce case filed by Bank of India.

c. Central Bureau of Investigation (CBI) filed a charge sheet in the court of XVII Additional Chief Metropolitan Magistrate, Bangalore (Special Court for CBI cases against the Company, its Directors, erstwhile director The said charge sheet was taken cognizance by the Additional Chief Metropolitan Magistrate, Bangalore on 16th October 2023. On the application of the Company and Directors, the Honorable High Court of Karnataka of Bangalore dated 17th November 2023 passed on interim order staying all further proceedings against the Company and Directors.

d. The winding up order against the Company by Bank of India is in admission stage.

The Company has complied with the requirements of the Stock Exchanges or SEBI on matters related to Capital Markets, as applicable, during the last three years. Following penalties or strictures have been imposed on the Company:

Pursuant to provisions of section 177 (9) of the Companies Act, 2013, the Company has established a "Vigil mechanism" incorporating Whistle Blower Policy in terms of the Listing Obligations and Disclosure Requirements, 2015 for employees and Directors of the Company, for expressing the genuine concerns of unethical behaviour, frauds or violation of the codes of conduct by way of direct access to the Chairman of the Audit Committee in exceptional cases. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns.

Your Company has in place adequate internal control systems commensurate with the size of its operations to ensure sound management of operations, safe keeping of its assets including in tangible assets and utilization of resources. However, further steps as may be advised will be implemented, if found, necessary.

The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company and therefore no report is attached under this head.

The Company has zero tolerance towards sexual harassment at workplace and during the year under review, your Board had constituted an Internal Complaints Committee to consider and redress complaints of sexual harassment & also adopted a policy on prevention, prohibition and redressal of sexual harassmentat workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013 and the rules framed thereunder.

Our corporate governance practices are a reflection of our value system encompassing our culture, policies and relationships with our stakeholders. Integrity and Transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. We also endeavor to enhance long term shareholder value and respect minority rights in all our business decisions.

Our Corporate governance report for financial year 2024 forms part of this Annual Report as Annexure I and the Independent Company Secretary in practice Certificate of Compliance is attached to this report as per Annexure II.

In terms of the provisions of regulation 34(2) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis report is set out separately and forms an integral part of this report as per Annexure - III.

In accordance with Section 134(3)(a) read with Section 92(3) of the Act, the Annual Return in Form MGT-7 is placed on the website of the Company and same can be downloaded by clicking on the following link:http://www.cranessoftware.com/ Investors.

No remuneration was paid to Managing Director, hence the ratio of the median remuneration of the employees to the remuneration of the each of the Whole-Time Directors is Zero.

The Company had 6 employees as on March 31, 2024. The percentage increase in remuneration, ratio of remuneration of each director and Key Managerial Personnel (KMP)(as required under Companies Act, 2013) to the median of employees remuneration and the list of top 10 employees in terms of remuneration drawn as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Board's Report.

Disclosures pertaining to remuneration and other details as required under section 197(12) of the act read with companies (appointment and remuneration of managerial personnel) Rules, 2014 are attached to this report as per Annexure - IV.

Your Board is committed to highest standards of providing healthy environment for safety of its employees and your Board reviews the same from time to time.

Details of loans, guarantees and investments under the provisions of section 186 are given in notes to financial statements.

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Companies Act, 2013 (to the extent notified) and guidelines issued by SEBI. The IND AS are prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting policies have been consistently applied except where a newly-issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

- In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

- They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and are 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.

- They have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and preventing and detecting fraud and other irregularities.

- They have prepared the annual accounts on a going concern basis.

- They have laid down the internal financial controls to be followed by the Company and that they are adequate and were operating effectively.

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

At the 38th Annual General Meeting of the Company, M/s Chaturvedi Sohan& Co,(FRN 118424W), were appointed as the Statutory Auditors of the Company for a term of 4 years from the conclusion of 38th Annual General Meeting till conclusion of the 42ndAnnual General Meeting.They continue as Statutory Auditors of the Company.

The requirement for annual ratification of auditor's appointment at the Annual General Meeting has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018.

During the year, the Statutory Auditors have confirmed that they satisfy the Independence criteria required under Companies Act, 2013 and Code of ethics issued by Institute of Chartered Accountants of India.

As required under Section 204 of the Companies Act, 2013 and Rules there under, the Board appointed Mr. Supriya Kumar Guha., Practicing Company Secretary, as Secretarial Auditor of the Company for financial year 2023.

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

The Statutory auditors have qualified their report on various matters pertaining to the Company and the Board has replied to these qualifications. A detailed list containing the audit qualifications and the Board's replies thereto have been provided as an annexure to this report, marked Annexure - V.

The Secretarial audit report in prescribed Form MR-3 attached to this report marked Annexure - VI.

The Secretarial auditors have qualified their report on various matters pertaining to the Company and the Board has replied to these qualifications. A detailed list containing the audit qualifications and the Board's replies thereto have been provided as an annexure to this report, marked Annexure - VIA.

During the year under report, your Company has entered into related party transactions, which were on arm's length basis and in the ordinary course of business. Certain material transactions as defined under section 188 of the Companies Act, 2013 read with the companies (Meetings of Board and its powers) Rules, 2014 are reported. All these transactions were previously approved by the audit committee and are being reviewed on a regular basis. Further, details of contracts and arrangements with related parties for the financial year ended March 31, 2024 are provided under note no. 35 to the audited financial statements and details pertaining to related party transactions are provided in Annexure - VII.

Even though the operations of your Company are not energy-intensive, adequate measures have been taken to reduce energy consumption by using efficient equipment. Since it is a software Company, primarily dealing with scientific and engineering software products and product related projects, energy cost forms a very small part of total cost and its impact on total cost is not material.

There is no technology involved which requires to be disclosed in the Annual Report

Foreign Exchange Earnings and Outgo:

The Management of your Company has been committed to building a strong R&D culture from day one and has set clear R&D goals. In order to achieve these goals, the Company has focused on furthering the efficacies of R&D activities as well as building synergies among multiple-impact technologies.

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly followed by the Company.

Current Subsidiaries, Joint venture & Associates have been listed in Annexure-VIII. Any substantial or material business related changes that have taken place in the subsidiary companies during the year is reflected in the Balance Sheet reported by your company and discussed in a Management Discussion and Analysis report in Annexure-III.

During the year under review, the Statutory Auditors have not reported under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

Your directors have entrusted the risk management functions to the audit and remuneration committee as the number of directors on the Board is four only. Your Company will take steps to expand its Board, if advised and found warranted, in the future.

There are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

There is no 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.

Electronic copies of the Annual Report 2023-24 and the Notice of the AGM are sent to all the members whose email addresses are registered with the Company.

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from Financial Institutions, Government Authorities, customers, vendors, members and all stakeholders of the Company during the year under review. Further, your Directors wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.