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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Blue Cloud Softech Solutions Ltd.

Mar 31, 2025

Yours Director hereby present the 34^th Annual Report of the Company for the financial year ended
31^st March 2025.

OPERATIONS & FINANCIAL PERFORMANCE OF THE COMPANY

Detailed information on the development of the Companyâs activities and the total revenue of the
Company for the financial year ended 31^st March, 2025 is mentioned in its financial statements
attached to this Annual Report.

(Rs Tn Lakhs)

Particulars	As at 31 March, 25		As at 31 March, 24
	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations	50,203.43	79,685.59	20437.87	50219.03
Other Income	20.63	84.72	6.14	31.31
Total Expenses	45,307.39	73,856.89	19,680.22	48104.82
Profit/(Loss) before exceptional items and tax	4,916.67	5,913.42	763.78	2145.51
Exceptional Items	0	0	0	0
Profit/(Loss) before tax	4916.67	5,913.42	763.78	2145.51
Tax Expenses:
(1) Current Tax	1,230.45	1,466.10	221.07	567.88
(2) Deferred Tax (Asset)/ Liability	20.40	20.40	0.06	0.06
Profit (Loss) after Tax for the period	3,665.81	4426.92	542.65	1 577.57
Total Comprehensive Income for the year	3697.94	4,495.93	546.87	1595.45
Earnings Per Share:
a) Basic (Rs.)	0.84	1.01	0.18	0.49
b) Diluted (Rs.)	0.84	1.01	0.18	0.49

TRANSFER TO RESERVES

Your Company has not transferred any amount to reserves during the year under review.

CAPITAL STRUCTURE OF THE COMPANY:

The Authorised Share Capital as on 31-03-2025 was Rs.63,00,00,000/- (Rupees Sixty Three Crores
Only) divided into 63,00,00,000 Equity Shares of Rs. 1.00/- each.

The Same has been increased to Rs.80,00,00,000/- (Rupees Eighty Crores Only) divided into
80,00,00,000 Equity Shares of Rs.1.00/- each.

The Issued, Subscribed & Paid-up Share Capital as on 31-03-2025 was Rs. 43,62,81,600 /-(Forty
Three Crores Sixty Two Lakhs Eighty One Thousand Six hundred only) divided into 43,62,81,600
(Forty Three Crores Sixty Two Lakhs Eighty One Thousand Six hundred only) Ordinary shares of
par value INR 1/- each.

DIVIDEND

As the company is actively pursuing business acquisitions across the globe, management has
prudently reserved funds to meet the associated acquisition costs. Accordingly, your Directors have
not recommended any dividend for the financial year, in order to support the companyâs strategic
expansion objectives.

BUSINESS RISK MANAGEMENT

The Company, like any other enterprise, is exposed to business risk which can be internal risks as
well as external risks. The threats to the segments in which the company operates are volatility in
Exchange rate. The company is concerned about the vide Fluctuations in Copper prices globally and
locally and increase in foreign exchange value.

DEPOSITS

The Company has not accepted deposits covered under Chapter V of the Companies Act, 2013 and
accordingly, the disclosure requirements stipulated under the said Chapter are not applicable.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the company has not given any loans, Guarantees and Investments
covered under the provisions of Section 186 of the Companies Act, 2013.

CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014, except the remuneration to managerial personnel, there is no other related
party transactions to be disclosed.

E-VOTING SERVICES

Your Company is pleased to provide the facility to Members to exercise their right to vote by
electronic means and had opt for e-voting through CDSL platform.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return available on the Company Website
(http://bluecloudsoftech.com/)

CORPORATE GOVERNANCE

Your Directors are happy to report that your Company is compliant with the Corporate Governance
requirements as per the provision of SEBI (LODR) Regulations 2015. A separate section on
Corporate Governance together with a certificate from the Statutory Auditorâs confirming
compliance is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A Management Discussion and Analysis Report, has been attached and forms part of the Annual
Report.

ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIES ACT, 2013

(a) Conservation of Energy:

The Company is monitoring the consumption of energy and is identifying measures for
conservation of energy.

(i) the steps taken by the company for utilizing alternate sources of energy -Nil

(ii) the capital investment on energy conservation equipments - Nil

(b) (i) Technology Absorption, adaptation and innovation: Indigenous Technology is involved for
the manufacturing the products of the Company.

(ii) Research and Development (R & D): No research and Development has been carried out.

(d) Foreign exchange out Go: Rs.26,624.75/-

PARTICULARS OF EMPLOYEES

The Directors are to report that none of the employee was in receipt of remuneration exceeding the
limit prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014

STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the act and the rules framed thereafter, M/s. JMT &
Associates, (firms registration no. 104167W), Chartered Accountants, was appointed as statutory
auditors of the company at the 33rd annual general meeting upto the conclusion of 38th annual
general meeting to be held for the fy 2028-29. The auditorsâ report for fiscal 2025 does not contain
any qualification, reservation or adverse remark. the auditorsâ report is enclosed with the financial
statements in this annual report. the company has received audit report with unmodified opinion
for on basis of audited financial results of the company for the financial year ended march 31, 2025
from the statutory auditors of the company.

The auditors have confirmed that they have subjected themselves to the peer review process of
institute of chartered accountants of india (icai) and hold valid certificate issued by the peer review
board of the icai. the company has recived consent letter and eligibility certificate from
m/s. jmt &associates, chartered accountants, (firms registration no. 104167W), to act as statutory
auditor of the company.

BOARD AND COMMITTEES PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the
Board has carried out an annual performance, the directors individually as well as the evaluation of
the working of its Audit and Nomination & Remuneration Committees.

NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF
THE BOARD MEETINGS:

The Board of Directors met 09 (nine) times during the Financial Year 2024-25. Attendance of
Directors is detailed in the Corporate Governance Report.

1.	10.05.2024	6.	02.09.2024
2.	08.06.2024	7.	16.10.2024
3.	14.06.2024	8.	14.11.2024
4.	18.06.2024	9.	14.02.2025
5.	07.08.2024

DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to
Directors responsibilities Statement it is hereby confirmed:

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

b. That 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 ended 31^st March, 2025 and of the
profit and loss of the company for that period;

c. That 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. That the directors have prepared the annual accounts on a going concern basis.

e. that proper internal financial controls were in place and that the financial controls were adequate
and were operating effectively;

f. That systems to ensure compliance with the provisions of all applicable laws were in place and
were adequate and operating effectively.

MATERIAL SUBSIDIARY

During the year ended March 31, 2025, the Company has material M/s IT Corpz INClisted/unlisted
subsidiary company as defined in the Companies Act 2013 & SEBI (LODR) Regulations 2015. The
policy on determining material unlisted subsidiary of the Company is approved by the Board of
Directors of the company.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements have been prepared by the Company in accordance with the
Indian Accounting Standards (Ind AS) as specified in the Companies (Indian Accounting Standards)
Rules, 2015 and as per the provisions of the Companies Act, 2013. The Company has placed
separately, the audited accounts of its subsidiary on its website
https://www.bluecloudsoftech.com/investors/investor-relations/ in compliance with the provisions
of Section 136 of the Companies Act, 2013. Audited financial statements of the Companyâs
subsidiaries will be provided to the Members, on request.

CODE FOR PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, (âSEBI PIT
Regulationsâ), the Company has in place a Code of Conduct to regulate, monitor and report trading
by the Designated Persons and a code of practices and procedures for fair disclosure of unpublished
price sensitive information. The code of practices and procedures for fair disclosure of unpublished
price sensitive information has been made available on the Companyâs website at
https://www.bluecloudsoftech.com/investors/investor-relations/

During training sessions, all the employees and the Designated Persons are informed about the
regulatory requirements of these codes for creating awareness among them. Further, the Audit
Committee reviews the compliance with the provisions of SEBI PIT Regulations on a quarterly basis
and also verify that the systems for internal control are adequate and are operating effectively.

BOARD EVALUATION

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board
shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a
formal annual evaluation needs to be conducted by the Board of its own performance and that of its
committees and individual Directors. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of Independent Directors shall be conducted by the entire Board of
Directors, excluding the Director being evaluated. The Annual Performance Evaluation was
conducted for all Board Members, for the Board and its Committees for the financial year 2024-25.
This evaluation was led by the Nomination and Remuneration/Compensation Committee of the
Company. The Board evaluation framework has been designed in compliance with the
requirements under the Companies Act, 2013 and the Listing Regulations and in accordance with
the Guidance Note on Board Evaluation issued by SEBI. The Board evaluation was conducted
through questionnaires designed with qualitative parameters and feedback based on ratings.
Evaluation of Committees was based on criteria such as adequate independence of each Committee,
frequency of meetings and time allocated for discussions at meetings, functioning of Board
Committees and effectiveness of its advice/recommendation to the Board, etc. Evaluation of
Directors was based on criteria such as participation and contribution in Board and Committee
meetings, representation of shareholders interest and enhancing shareholders value, experience, and
expertise to provide feedback and guidance to top management on business strategy, governance,
risk and understanding of the organisationâs strategy, etc.

VIGIL MECHANISM

The Board of Directors of the company are committed to maintain the highest standard of honesty,
openness and accountability and recognize that employees have important role to play in achieving
the goal. As a public company the integrity of the financial matters of the Company and the
accuracy of financial information is paramount. The stakeholders of the Company and the financial
markets rely on this information to make decisions. For these reasons, the Company must maintain
workplace where it can retain and treat all complaints concerning questionable accounting
practices, internal accounting controls or auditing matters or concerning the reporting of fraudulent
financial information to our shareholders, the Government or the financial markets. The employees
should be able to raise these free of any discrimination, retaliation or harassment. Pursuant to the
policy, employees are encouraged to report questionable accounting practices to Mr. KAMAL
KUMAR NIMMALA, Chairman of Audit Committee through email or by correspondence through
post.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of SEBI (LODR) Regulations 2015, the Company has formulated a
programme for familiarising the Independent Directors with the company, their roles, rights,
responsibilities in the company, nature of the industry in which the company operates, business
model of the company etc through various initiatives.

KEY MANAGERIAL PERSONNEL

The company has appointed following Key Managerial Personnel pursuant to Section 203 of the
Companies Act, 2013:

? Mr. Vankineni Krishna Babu (DIN: 02570799) Managing Director

? Mr. Manoj Sandilya Telakapalli (DIN: 09630299) Executive Director

? Mrs. Janaki Yarlagadda (DIN: 02129823) Executive Director,Chairperson

? Mrs. Shraya Jaiswal Company Secretary & Compliance Officer

? Mr. Venkata Seshavataram Varada Chief Financial Officer

? Mr. Bollikonda Vinod Babu Chief Executive Officer

RELATED PARTY TRANSACTION

Policy on dealing with Related Party Transactions is approved by the Board

There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons (except remuneration)
which may have a potential conflict with the interest of the Company at large. The same was
discussed by the Audit Committee as also the Board. The policy on Related Party Transactions as
approved by the Board. None of the Directors has any pecuniary relationships or transactions vis-aÂ¬
vis the Company.

The Company paid an amount of Rs.15.81 lacs to Mr. Manoj Sandilya Telakapalli during the
financial year 2024-25 which not considered as materially significant.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial
statements. Periodic audits are undertaken on a continuous basis covering all the operations i.e.,
manufacturing, sales & distribution, marketing, finance, etc. Reports of internal audits are reviewed
by management from time to time and desired actions are initiated to strengthen the control and
effectiveness of the system.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit
Report is obtained by the company and forms part of this Annual report.

DISCLOSURES PURSUANT TO THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014

1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are forms part of the Boardâs Report.

2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company forms
part of the Boardâs Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a
policy for selection and appointment of Directors, Senior Management and their remuneration. The
details pertaining to criteria for determining qualifications, positive attributes and independence of
a Director and remuneration policy have been provided in Section of the attached Corporate
Governance Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the
going concern status of the Company and its future operations.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An
Internal committee has been set up to redress the complaints received regarding sexual harassment
at workplace. All employees including trainees are covered under this policy.

PERSONNEL

The relationship between the management and the staff was very cordial throughout the year under
review. Your Directors take this opportunity to record their appreciation for the cooperation and
loyal services rendered by the employees.

BRANCH OFFICE

The Company has a branch office in US and UAE

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A detailed Business Responsibility sustainability Report in terms of the provisions of Regulation 34
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available as a
separate section in this Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the continuous assistance and co-operation
extended to your Company by the valued customers, bankers, Reserve Bank India, SEBI, Bombay
Stock Exchange Limited and all other regulatory Authorities. The Directors also sincerely
acknowledge the significant contributions made by all the employees for their dedicated services to
the Company.

For and On Behalf of the Board

For BLUE CLOUD SOFTECH SOLUTIONS LIMITED

Place: Hyderabad
Date: 01.09.2025

Sd/- Sd/-

VANKINENI KRISHNA BABU RAVI . JANARTHANAN

MANAGING DIRECTOR DIRECTOR

DIN: 02570799 DIN: 02368598

Mar 31, 2024

Yours Director hereby present the 33^rd Annual Report of the Company for the financial year ended 31^st March 2024.

OPERATIONS & FINANCIAL PERFORMANCE OF THE COMPANY

Detailed information on the development of the Companyâs activities and the total revenue of the Company for the financial year ended 31^st March, 2024 is mentioned in its financial statements attached to this Annual Report.

(Rs. In Lakhs)
Particulars	As at 31 March, 24		As at 31 March, 23
	Standalone	Consolidated	Standalone
Revenue from Operations	20437.87	50219.03	2904.17
Other Income	5.14	30.31	14.50
Total Expenses	19648.35	48072.95	2828.89
Profit/(Loss) before exceptional items and tax	795.65	2176.38	89.79
Exceptional Items	0	0	0
Profit/(Loss) before tax	795.65	2176.38	89.79
Tax Expenses:
(1) Current Tax	221.07	567.88	23.29
(2) Deferred Tax (Asset)/ Liability	0.06	0.06	0.02
Profit (Loss) after Tax for the period	573.52	1608.44	66.48
Total Comprehensive Income for the year	0	0	0
Earnings Per Share:
a) Basic (Rs.)	0.36	1.00	0.11
b) Diluted (Rs.)	0.36	1.00	0.11

TRANSFER TO RESERVES

Your Company has not transferred any amount to reserves during the year under review.

CAPITAL STRUCTURE OF THE COMPANY:

The Authorised Share Capital as on 31-03-2024 was Rs.50,00,00,000/- (Rupees Fifty Crores Only) divided into 2,50,00,000 Equity Shares of Rs.2.00/- each.

The Same has been increased to Rs.63,00,00,000/- (Rupees Sixty Three Crores Only) divided into 31,50,00,000 Equity Shares of Rs.2.00/- each.

The Issued, Subscribed & Paid-up Share Capital as on 31-03-2024 was Rs. 43,62,81,600 /-(Forty Three Crores Sixty Two Lakhs Eighty One Thousand Six hundred only) divided into 21,81,40,800 (Twenty One Crores Eighty One Lakhs Forty Thousand eighty Hundred Only)Ordinary shares of par value INR 2/- each

During the year, the Company has allotted 16,00,40,000 Equity Shares on preferential basis by way of share swap (wherein the Company has purchased 4,00,10,000 shares of M/s IT Corpz INC in lieu of issuance of 16,00,40,000 Equity Shares)to

1 Mrs. Janaki Yarlagadda 6,00,15,000

2. Yas Takaful P.J.S.C. 5,00,12,500

3. Bluesky Capital Fund SPC 5,00,12,500

By Virtue of above Share Swap - M/s IT Corpz INC has become the Wholly Owned Subsidiary of the Company

DIVIDEND

Your Directors are pleased to recommend the payment of dividend on Equity Shares @ Rs. 0.02/-per share for the Financial Year ending 31-03-2024.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1000 listed entities based on market capitalisation are required to formulate a Dividend Distribution Policy. The Board has approved and adopted the Dividend Distribution Policy and the same is available on your Companyâs website -https://www.bluecloudsoftech.com/investors/investor-relations/

BUSINESS RISK MANAGEMENT

The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as external risks. The threats to the segments in which the company operates are volatility in Exchange rate. The company is concerned about the vide Fluctuations in Copper prices globally and locally and increase in foreign exchange value.

DEPOSITS

The Company has not accepted deposits covered under Chapter V of the Companies Act, 2013 and accordingly, the disclosure requirements stipulated under the said Chapter are not applicable.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the company has not given any loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, except the remuneration to managerial personnel, there is no other related party transactions to be disclosed.

E-VOTING SERVICES

Your Company is pleased to provide the facility to Members to exercise their right to vote by electronic means and had opt for e-voting through CDSL platform.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return available on the Company Website (http://bluecloudsoftech. com/)

CORPORATE GOVERNANCE

Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per the provision of SEBI (LODR) Regulations 2015. A separate section on Corporate Governance together with a certificate from the Statutory Auditorâs confirming compliance is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A Management Discussion and Analysis Report, has been attached and forms part of the Annual Report.

ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIES ACT, 2013

(a) Conservation of Energy:

The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(i) the steps taken by the company for utilizing alternate sources of energy -Nil

(ii) the capital investment on energy conservation equipments - Nil

(b) (i) Technology Absorption, adaptation and innovation: Indigenous Technology is involved for the manufacturing the products of the Company.

(ii) Research and Development (R & D): No research and Development has been carried out.

(d) Foreign exchange out Go: Nil

PARTICULARS OF EMPLOYEES

The Directors are to report that none of the employee was in receipt of remuneration exceeding the limit prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

STATUTORY AUDITORS

M/s. P C N & Associates. Chartered Accountants, (Firm Registration No: 016016S) vide their letter dated 21^stMay, 2024 have resigned from the position of Statutory Auditors of the Company, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) of the Companies Act, 2013.

The Board of Directors at its meeting held on 18^thJune, 2024, as per the recommendation of the Audit Committee, and pursuant to the provisions of Section 139(8) of the Companies Act, 2013, have appointed M/s. JMT & Associates, Chartered Accountants, (Firms Registration No. 104167W), to hold office as the Statutory Auditors of the Company till the conclusion of 38th AGM and to fill the casual vacancy caused by the resignation of M/s. JMT& Associates. Chartered Accountants, (Firm Registration No: 104167W) subject to the approval by the members at the 33^rdAnnual General Meeting of the Company, at such remuneration plus applicable taxes, and out of pocket expenses, as may be determined and recommended by the Audit Committee in consultation with the Auditors and duly approved by the Managing Director of the Company.

The Company has received consent letter and eligibility certificate from M/s. JMT & Associates, Chartered

Accountants, (Firms Registration No. 104167W), to act as Statutory Auditors of the Company in place of M/s. P C N & Associates. Chartered Accountants, (Firm Registration No: 016016S) along with a confirmation that, their appointment, if made, would be within the limits prescribed under the Companies Act, 2013.

BOARD AND COMMITTEES PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Board has carried out an annual performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees.

NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF THE BOARD MEETINGS:

The Board of Directors met 13 (Thirteen) times during the Financial Year 2023-24. Attendance of Directors is detailed in the Corporate Governance Report.

1.	15.05.2023	6.	22.08.2023	11.	18.12.2023
2.	14.06.2023	7.	31.08.2023	12.	03.01.2023
3.	19.07.2023	8.	16.09.2023	13.	09.02.2023
4.	08.08.2023	9.	01.11.2023
5.	10.08.2023	10.	14.11.2023

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors responsibilities Statement it is hereby confirmed:

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

b. That 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 ended 31^st March, 2024 and of the profit and loss of the company for that period;

c. That 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. That the directors have prepared the annual accounts on a going concern basis.

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

MATERIAL SUBSIDIARY

During the year ended March 31, 2024, the Company has material M/s IT Corpz INGisted/unlisted subsidiary company as defined in the Companies Act 2013 & SEBI (LODR) Regulations 2015. The policy on determining material unlisted subsidiary of the Company is approved by the Board of Directors of the company.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements have been prepared by the Company in accordance with the Indian Accounting Standards (Ind AS) as specified in the Companies (Indian Accounting Standards) Rules, 2015 and as per the provisions of the Companies Act, 2013. The Company has placed separately, the audited accounts of its subsidiary on its website https://www.bluecloudsoftech.com/investors/investor-relations/ in compliance with the provisions of Section 136 of the Companies Act, 2013. Audited financial statements of the Companyâs subsidiaries will be provided to the Members, on request.

CODE FOR PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, (âSEBI PIT Regulationsâ), the Company has in place a Code of Conduct to regulate, monitor and report trading by the Designated Persons and a code of practices and procedures for fair disclosure of unpublished price sensitive information. The code of practices and procedures for fair disclosure of unpublished price sensitive information has been made available on the Companyâs website at https://www.bluecloudsoftech.com/investors/investor-relations/

During training sessions, all the employees and the Designated Persons are informed about the regulatory requirements of these codes for creating awareness among them. Further, the Audit Committee reviews the compliance with the provisions of SEBI PIT Regulations on a quarterly basis and also verify that the systems for internal control are adequate and are operating effectively.

BOARD EVALUATION

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be conducted by the Board of its own performance and that of its committees and individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be conducted by the entire Board of Directors, excluding the Director being evaluated. The Annual Performance Evaluation was conducted for all Board Members, for the Board and its Committees for the financial year 2023-24. This evaluation was led by the Nomination and Remuneration/Compensation Committee of the Company. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the Listing Regulations and in accordance with the Guidance Note on Board Evaluation issued by SEBI. The Board evaluation was conducted through questionnaires designed with qualitative parameters and feedback based on ratings. Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board, etc. Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholders interest and enhancing shareholders value, experience, and expertise to provide feedback and guidance to top management on business strategy, governance, risk and understanding of the organisationâs strategy, etc.

VIGIL MECHANISM

The Board of Directors of the company are committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal. As a public company the integrity of the financial matters of the Company and the accuracy of financial information is paramount. The stakeholders of the Company and the financial markets rely on this information to make decisions. For these reasons, the Company must maintain workplace where it can retain and treat all complaints concerning questionable accounting practices, internal accounting controls or auditing matters or concerning the reporting of fraudulent financial information to our shareholders, the Government or the financial markets. The employees should be able to raise these free of any discrimination, retaliation or harassment. Pursuant to the policy, employees are encouraged to report questionable accounting practices to Mrs. G Mani, Chairman of Audit Committee through email or by correspondence through post.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of SEBI (LODR) Regulations 2015, the Company has formulated a programme for familiarising the Independent Directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc through various initiatives.

KEY MANAGERIAL PERSONNEL

The company has appointed following Key Managerial Personnel pursuant to Section 203 of the Companies Act, 2013:

? Mr. Mayank Puran Chandra Joshi (DIN: 07830843) Managing Director

? Mr. Manoj Sandilya Telakapalli (DIN: 09630299) Whole-Time Director cum CFO

? Mrs. Janaki Yarlagadda (DIN: 02129823) Whole Time Director

? Mrs. Shraya Jaiswal Company Secretary & Compliance Officer

RELATED PARTY TRANSACTION

Policy on dealing with Related Party Transactions is approved by the Board

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons (except remuneration) which may have a potential conflict with the interest of the Company at large. The same was discussed by the Audit Committee as also the Board. The policy on Related Party Transactions as approved by the Board. None of the Directors has any pecuniary relationships or transactions vis-avis the Company.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. Periodic audits are undertaken on a continuous basis covering all the operations i.e., manufacturing, sales & distribution, marketing, finance, etc. Reports of internal audits are reviewed by management from time to time and desired actions are initiated to strengthen the control and effectiveness of the system.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report is obtained by the company and forms part of this Annual report.

DISCLOSURES PURSUANT TO THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forms part of the Boardâs Report.

2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company forms part of the Boardâs Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details pertaining to criteria for determining qualifications, positive attributes and independence of a Director and remuneration policy have been provided in Section of the attached Corporate Governance Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy.

PERSONNEL

The relationship between the management and the staff was very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.

BRANCH OFFICE

The Company has a branch office in US and UAE BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A detailed Business Responsibility sustainability Report in terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available as a separate section in this Annual Report

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the continuous assistance and co-operation extended to your Company by the valued customers, bankers, Reserve Bank India, SEBI, Bombay

Stock Exchange Limited and all other regulatory Authorities. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

Mar 31, 2023

The Director hereby present the 32^nd Annual Report of the Company for the financial year ended 31^st March 2023.

OPERATIONS & FINANCIAL PERFORMANCE OF THE COMPANY

Detailed information on the development of the Companyâs activities and the total revenue of the Company for the financial year ended 31^st March, 2023 is mentioned in its financial statements attached to this Annual Report.

		(Rs. In Lakhs)
Particulars	As at 31 March, 23	As at 31 March, 22
Revenue from Operations	2904.17	22.00
Other Income	14.50	10.01
Total Expenses	2828.89	32.01
Profit/(Loss) before exceptional items and tax	89.79	12.49
Exceptional Items	0	0
Profit/(Loss) before tax	89.79	12.49
Tax Expenses:
(1) Current Tax	23.29	1.95
(2) Deferred Tax (Asset)/ Liability	0.02	0.01
Profit (Loss) after Tax for the period	66.48	10.53
Total Comprehensive Income for the year	0	0
Earnings Per Share:
a) Basic (Rs.)	0.11	0.02
b) Diluted (Rs.)	0.11	0.02

CAPITAL STRUCTURE OF THE COMPANY:

The Authorised Share Capital as on 31-03-2023 was Rs.50,00,00,000/- (Rupees Fifty Crores Only) divided into 2,50,00,000 Equity Shares of Rs.2.00/- each.

The Issued, Subscribed & Paid-up Share Capital as on 31-03-2023 was Rs. 11,62,01,600.00/- (Rupees Eleven Crores Sixty-Two Lakhs Sixteen Hundred Only) divided into 5,81,00,800 Equity Shares of Rs.2.00 each.

The company has allotted 3,80,69,200 warrants on preferential basis to the promoter and non-promoter group.

The company has converted warrants of 1,34,00,000 into equity shares of Rs.2/- each in the Board Meeting held on 8th September 2021 and has allotted 1,79,00,000 equity shares of Rs.2/- each in the Board meeting held on 29th December 2021 to the promoter and non-promotor group by converting previously issued warrants on preferential basis.

The number of warrants still pending for conversion is 67,69,200. The company has received 25% amount of Rs.33,84,600/- towards 67,69,200 warrants of 2/- each, which is the partial amount received as on 31.03.2022. Further as on 20th May, 2022 the company has received the balance 75% of amount i.e Rs. 43,50,000 towards the 29,00,000 share warrants out of 67,69,200 pending share warrants, for which the company has allotted Equity shares of Rs.2/- each. Thus, the balance of number of share warrants pending for allotment stands at 38,69,200 warrants.

Further as on 10^th February, 2023 with the permission of the Chair, the Board of Directors considered regarding Lapse of Warrants and forfeiting the same 29,00,000 Share Warrants as the full consideration was not received by the Company within the specified time. The Company has offered the advance received against those share warrants as Other Income. Thus, the balance of number of share warrants pending for allotment stands at 9,69,200 warrants.

DIVIDEND

The Directors regret their inability to recommend dividend for the year under review due to insufficient profit.

BUSINESS RISK MANAGEMENT

The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as external risks. The threats to the segments in which the company operates are volatility in Exchange rate. The company is concerned about the vide Fluctuations in Copper prices globally and locally and increase in foreign exchange value.

DEPOSITS

The Company has not accepted deposits covered under Chapter V of the Companies Act, 2013 and accordingly, the disclosure requirements stipulated under the said Chapter are not applicable.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the company has not given any loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, except the remuneration to managerial personnel, there is no other related party transactions to be disclosed.

E-VOTING SERVICES

Your Company is pleased to provide the facility to Members to exercise their right to vote by electronic means and had opt for e-voting through CDSL platform.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 available on the Company Website (http://bluecloudsoftech. com/)

CORPORATE GOVERNANCE

Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per the provision of SEBI (LODR) Regulations 2015. A separate section on Corporate Governance together with a certificate from the Statutory Auditorâs confirming compliance is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A Management Discussion and Analysis Report, has been attached and forms part of the Annual Report.

ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIES ACT, 2013

(a) Conservation of Energy:

The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(i) the steps taken by the company for utilizing alternate sources of energy -Nil

(ii) the capital investment on energy conservation equipments - Nil

(b) (i) Technology Absorption, adaptation and innovation: Indigenous Technology is involved for the manufacturing the products of the Company.

(ii) Research and Development (R & D): No research and Development has been carried out.

(d) Foreign exchange out Go: Nil

PARTICULARS OF EMPLOYEES

The Directors are to report that none of the employee was in receipt of remuneration exceeding the limit prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

STATUTORY AUDITORS

The Members of the Company at the Annual General Meeting (âAGMâ) held on 30th September, 2022, had approved the appointment of M/s P Murali and Co, Chartered Accountants, (Firm Registration Number: 007257S) as the Statutory Auditors of the Company to hold office from the conclusion of the 31st AGM till the conclusion of the 36th AGM. M/s P Murali and Co vide their letter dated 14th June, 2023 has tendered their resignation as the Statutory Auditors of the Company because of pre-occupation, in accordance with the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013, resulting into a casual vacancy in the office of the Statutory Auditors of the Company.

Pursuant to Section 139(8) of the Companies Act, 2013 (âthe Actâ), the Board of Directors of the Company, on the recommendation of the Audit Committee at its meeting held on 14th June, 2023 accepted resignation of M/s P Murali and Co and after obtaining the consent under Section 139(1) of the Act, appointed M/s P C N and Associates, Chartered Accountants, (Firm Registration Number: 016016S), as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s P Murali and Co with effect from 14th June, 2023 till the conclusion of this 32nd AGM, subject to the approval and ratification by the Members at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

M/s P C N and Associates, Chartered Accountants is a well-known firm of Chartered Accountants office situated at Hyderabad. The firm also holds a valid Peer Review Certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Board of Directors of the Company on the recommendation of the Audit Committee also recommend the appointment of M/s P C N and Associates as the Statutory Auditors of the Company to hold office for a period of five years, from the conclusion of this 32nd AGM, till the conclusion of the 37th AGM of the Company, subject to the approval of the Members at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

The Company has received the consent letter and eligibility certificate from M/s P C N and Associates, to act as the Statutory Auditors of the Company in place of M/s P Murali and Co along with a confirmation that, their appointment, if made, would be within the limits prescribed under the Act.

The audit for FY 2022-23 was conducted by M/s P Murali And Co and there are no qualifications, reservations, adverse remarks or disclaimers made by the statutory auditor in their audit report. The notes to the financial statements referred in the auditors report are self-explanatory and therefore do not call for any comments under section 134 of the companies act, 2013. The auditors'' report is enclosed with the financial statements in the annual report.

BOARD AND COMMITTEES PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Board has carried out an annual performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees.

NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF THE BOARD MEETINGS:

The Board of Directors met 9 (Nine) times during the Financial Year 2022-2023. Attendance of Directors is detailed in the Corporate Governance Report.

1.	16-05-2022	4.	05.09.2022	7.	30.01.2023
2.	20-05-2022	5.	12-11-2022	8.	10.02.2023
3.	12-08-2022	6.	20.01.2023	9	17-02-2023

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors responsibilities Statement it is hereby confirmed:

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

b. That 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 ended 31^st March, 2023 and of the profit and loss of the company for that period;

c. That 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. That the directors have prepared the annual accounts on a going concern basis.

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

POLICIES Material Subsidiary

During the year ended March 31, 2023, the Company does not have any material listed/unlisted subsidiary companies as defined in the Companies Act 2013 & SEBI (LODR) Regulations 2015. The policy on determining material unlisted subsidiary of the Company is approved by the Board of Directors of the company.

Vigil Mechanism

The Board of Directors of the company are committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal. As a public company the integrity of the financial matters of the Company and the accuracy of financial information is paramount. The stakeholders of the Company and the financial markets rely on this information to make decisions. For these reasons, the Company must maintain workplace where it can retain and treat all complaints concerning questionable accounting practices, internal accounting controls or auditing matters or concerning the reporting of fraudulent financial information to our shareholders, the Government or the financial markets. The employees should be able to raise these free of any discrimination, retaliation or harassment. Pursuant to the policy, employees are encouraged to report questionable accounting practices to Mrs. G Mani, Chairman of Audit Committee through email or by correspondence through post.

Familiarisation programme for Independent Directors

Pursuant to the provisions of SEBI (LODR) Regulations 2015, the Company has formulated a programme for familiarising the Independent Directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc through various initiatives.

Key Managerial Personnel

The company has appointed following Key Managerial Personnel pursuant to Section 203 of the Companies Act, 2013:

> Mr. B Ravi Kumar, Managing Director cum Chief Executive Officer;

> Mr. Manoj Sandilya Telakapalli as Whole Time Director and Chief Financial Officer; and

> Mrs. Sriveena Vadlamudi as Whole Time Director.

> Mrs. Shraya Jaiswal as Whole Time Company Secretary.

Related Party Transaction

Policy on dealing with Related Party Transactions is approved by the Board

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons (except remuneration) which may have a potential conflict with the interest of the Company at large. The same was discussed by the Audit Committee as also the Board. The policy on Related Party Transactions as approved by the Board. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. Periodic audits are undertaken on a continuous basis covering all the operations i.e., manufacturing, sales & distribution, marketing, finance, etc. Reports of internal audits are reviewed by management from time to time and desired actions are initiated to strengthen the control and effectiveness of the system.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report is obtained by the company and forms part of this Annual report.

Disclosures pursuant to The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forms part of the Boardâs Report.

2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company forms part of the Boardâs Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details pertaining to criteria for determining qualifications, positive attributes and independence of a Director and remuneration policy have been provided in Section of the attached Corporate Governance Report.

Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy.

Personnel

The relationship between the management and the staff was very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.

Branch Office

The Company has a branch office in US and UAE Update on Open Offer

On 17th February, 2023, the Board of Directors of Target Company in its meeting considered and approved the preferential allotment of 16,00,40,000 (Sixteen Crore Forty Thousand ) equity shares at a price of Rs.3/- per equity share, wherein Blue cloud is purchasing 4,00,10,000 shares of IT Corpz INC in lieu of issuance of 16,00,40,000 Equity Shares by way of share swap to Mrs. Janaki Yarlagadda (Acquirer 2) (6,00,15,000 Equity Shares), Yas Takaful P.J.S.C. (5,00,12,500 Equity Shares) and Bluesky Capital Fund SPC (5,00,12,500 Equity Shares). The preferential issue made to Yas Takaful P.J.S.C and Bluesky Capital Fund SPC will be in the capacity of public shareholders of Blue cloud. b. The Acquirers have also entered into the SPA on 17th February ,2023 with the sellers and Target Company, wherein it is proposed that the Acquirers shall purchase 1,41,92,200 fully paid up Equity Shares of face value Rs.2/- each, which constitutes 6.51% of the Expanded, issued, subscribed, paid- up and voting share capital. The said sale is proposed to be executed at a price of Rs. 3/- (Rupees Three) per fully paid -up equity share (âNegotiated Priceâ) aggregating to Rs. 4,25,76,600 (Four Crores Twenty Five Lakhs Seventy Six Thousand Six Hundred Only) (âPurchase Considerationâ) payable in cash. Pursuant, to which the acquirers have triggered the obligation to make an Open Offer in terms of Regulation 3(1) and 4 of the SEBI SAST Regulations to the Shareholders of the target Company.

The Company is in the process of obtaining in-principle approval of BSE Limited for the above proposed preferential allotment.

Acknowledgements

Your Directors place on record their appreciation of the continuous assistance and co-operation extended to your Company by the valued customers, bankers, Reserve Bank India, SEBI, Bombay Stock Exchange Limited and all other regulatory Authorities. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

Mar 31, 2018

Dear Members,

The Director hereby present the 26^th Annual Report of the Company for the financial year ended 31^st March 2018.

OPERATIONS & FINANCIAL PERFORMANCE OF THE COMPANY

Detailed information on the development of the Companyâs activities and the total revenue of the Company for the financial year ended 31^st March, 2018 is mentioned in its financial statements attached to this Annual Report.

DIVIDEND

The Directors regret their inability to recommend dividend for the year under review due to insufficient profit.

BUSINESS RISK MANAGEMENT

The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as external risks. The threats to the segments in which the company operates are volatility in Exchange rate & Metal Prices. The company is concerned about the vide Fluctuations in Copper prices globally and locally and increase in foreign exchange value.

DEPOSITS

The Company has not accepted deposits covered under Chapter V of the Companies Act, 2013 and accordingly, the disclosure requirements stipulated under the said Chapter are not applicable.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the company has not given any loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013

CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, except the remuneration to managerial personnel, there is no other related party transactions to be disclosed.

E-VOTING SERVICES

Your Company is pleased to provide the facility to Members to exercise their right to vote by electronic means and had opt for e-voting through CDSL platform.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith elsewhere in the Annual Report.

DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES

As on 31^st March 2018, there were no Equity Shares of Shareholders were lying in the Escrow Account due to non-availability of the correct particulars.

REDUCTION OF CAPTIAL

During the period under review, the Company has reduced the share capital of the Company by reducing the face value of each share from Rs. 5/- to Rs. 2/-. The Company has got the No observation letter from BSE Limited, & SEBI on 23^rd July 2018, and the Company is in the process of floating an application to NCLT for its approval.

CORPORATE GOVERNANCE

Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per the provision of SEBI (LODR) Regulations 2015. A separate section on Corporate Governance together with a certificate from the Statutory Auditorâs confirming compliance is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A Management Discussion and Analysis Report, has been attached and forms part of the Annual Report.

ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIES ACT, 2013

(a) Conservation of Energy:

The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(i) the steps taken by the company for utilizing alternate sources of energy -Nil

(ii) the capital investment on energy conservation equipments - Nil

(b) (i) Technology Absorption, adaptation and innovation:- Indigenous Technology is involved for the manufacturing the products of the Company.

(ii) Research and Development (R & D): No research and Development has been carried out.

(d) Foreign exchange out go: As per the notes to accounts

PARTICULARS OF EMPLOYEES

The Directors are to report that none of the employee was in receipt of remuneration exceeding the limit prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

STATUTORY AUDITORS

The provisions of Section 139(2) of the Companies Act 2013 and the Rules made there-under, mandated the Company to rotate its Statutory Auditors and Board of Directors of the Company (on recommendation of Audit Committee) in its meeting held on 1^st September 2017, has, (which was ratified by the shareholders in the Annual General meeting to be held on 28^th September 2017), approved the appointment of M/s. P C N & Associates., (FRN: 016016S), (formerly M/s. Chandra Babu Naidu & Co.,), Chartered Accountants, as the Statutory Auditors of the Company subject to ratification at every Annual General Meeting.

In this regard, Board of Directors of the Company (on recommendation of Audit Committee) in its meeting held on 1^st September 2018, has, proposed to ratify the re-appointment of the said Statutory Auditors from the conclusion from this AGM till the conclusion of next AGM.

BOARD AND COMMITTEES PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Board has carried out an annual performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees.

NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF THE BOARD MEETINGS:

The dates on which the above Board meetings were held are mentioned else-where in t his Annual Report

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c)of the Companies Act, 2013, with respect to Directors responsibilities Statement it is hereby confirmed:

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

b. That 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 ended 31st March, 2018 and of the profit and loss of the company for that period;

c. That 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. That the directors have prepared the annual accounts on a going concern basis.

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

POLICIES

Material Subsidiary

During the year ended March 31, 2018, the Company does not have any material listed/unlisted subsidiary companies as defined in the Companies Act 2013 & SEBI (LODR) Regulations 2015. The policy on determining material unlisted subsidiary of the Company is approved by the Board of Directors of the company.

Vigil Mechanism

The Board of Directors of the company are committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal. As a public company the integrity of the financial matters of the Company and the accuracy of financial information is paramount. The stakeholders of the Company and the financial markets rely on this information to make decisions. For these reasons, the Company must maintain workplace where it can retain and treat all complaints concerning questionable accounting practices, internal accounting controls or auditing matters or concerning the reporting of fraudulent financial information to our shareholders, the Government or the financial markets. The employees should be able to raise these free of any discrimination, retaliation or harassment. Pursuant to the policy, employees are encouraged to report questionable accounting practices to Mrs. G Mani, Chairman of Audit Committee through email or by correspondence through post.

Familiarisation programme for Independent Directors

Pursuant to the provisions of SEBI ( LODR) Regulations 2015, the Company has formulated a programme for familiarising the Independent Directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc through various initiatives.

Key Managerial Personnel

The company has appointed Mr. B Ravi Kumar, Managing Director of the Company as Chief Executive Officer of the Company and Mr. J Nagendra Prasad as Chief Financial Officer of the Company to comply with the provisions of Section 203 of the Companies Act, 2013. The Company is in the process of intimating the same to BSE Limited & ROC in the prescribed manner.

Related Party Transaction

Policy on dealing with Related Party Transactions is approved by the Board

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons (except remuneration) which may have a potential conflict with the interest of the Company at large. The same was discussed by the Audit Committee as also the Board. The policy on Related Party Transactions as approved by the Board. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. Periodic audits are undertaken on a continuous basis covering all the operations i.e., manufacturing, sales & distribution, marketing, finance, etc. Reports of internal audits are reviewed by management from time to time and desired actions are initiated to strengthen the control and effectiveness of the system.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report is obtained by the company and forms part of this Annual report.

Disclosures pursuant to The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forms part of the Boardâs Report.

2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company forms part of the Boardâs Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details pertaining to criteria for determining qualifications, positive attributes and independence of a Director and remuneration policy have been provided in Section of the attached Corporate Governance Report.

Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations

Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy.

Personnel

The relationship between the management and the staff was very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.

Acknowledgements

Your Directors place on record their appreciation of the continuous assistance and co-operation extended to your Company by the valued customers, bankers, Reserve Bank India, SEBI, Bombay Stock Exchange Limited and all other regulatory Authorities. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

For and On Behalf of the Board

BLUE CLOUD SOFTECH SOLUTIONS LIMITED.,

Place: Hyderabad Sd/- Sd/-

Date : 01.09.2018 Managing Director Director

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 24th Annual Report together with the Audited Balance Sheet, Profit & Loss Account and Cash Flow Statement for the financial year ended 31 March, 2015.

FINANCIAL RESULTS REVIEW AND PROSPECTS

Your company has recorded a total income of Rs. 67,00294/- for the year ended 31- March 2015 against total income of Rs. 62,41,531/- last year. The company, has recorded a profit of 2,05,35/- for the current period against Rs. 29,521/- for the last year which is encouraging. Board of Directors assure you better financial position in the years to come.

THE COMPANY'S PRODUCTS / SERVICES

The company has completely abandoned the shrimp / farming activity some time back as the business is not as per the expectations. The company has not made any business of purchase / sale since some time back. The company has proposed to venture into software business m the years to come.

DIVIDEND

The Directors regret their inability to recommend dividend for the year under review due to insufficient profit.

BUSINESS RISK MANAGEMENT

The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as external risks. The threats to the segments in which the company operates are

* Competition from other developing countries

* Encouragement from the Govts.

* Continuous Quality Improvement

* Geographical Disadvantages.

* International labor and Environmental Laws.

* To balance the demand and supply.

* To make balance between price and quality.

DEPOSITS

The Company has not accepted deposits covered under Chapter V of the Companies Act, 2013 and accordingly, the disclosure requirements stipulated trader the said Chapter are not applicable.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year trader review, the company has not given any loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013

CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES

Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, there is no other related party transactions to be disclosed as required under the above said statutory requirement.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annpypd herewith elsewhere in the Annual Report.

DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES

As on 31st March 2015, there were no Equity Shares of Shareholders were lying in the Escrow Account due to non-availability of the correct particulars.

CORPORATE GOVERNANCE

Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance together with a certificate from the Statutory Auditor's confirming compliance is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A Management Discussion and Analysis Report, has been attached and forms part of the Annual Report.

ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIES ACT, 2013

(a) Conservation of Energy:

The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(i) the steps taken by the company for utilising alternate sources of energy -Nil

(ii) the capital investment on energy conservation equipments - Nil

(b) (i) Technology Absorption, adaptation and innovation:- Indigenous Technology is involved for the manufacturing the products of the Company.

(ii) Research and Development (R & D): No research and Development has been carried out.

(c) Foreign exchange earnings: Nil

(d) Foreign exchange out go: Nil

PARTICULARS OF EMPLOYEES

The Directors are to report that none of the employee was in receipt of remuneration exceeding the limit prescribed under rule 5(2) of the Companies (Appointment and Remuneration of managerial Personnel) Rules 2014

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The said Auditors have forms the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder. Accordingly the statutory auditor of the Company was reappointed from the conclusion of the previous AGM till the conclusion of the AGM to be held in the year 2017, subject to ratification of their appointment at the subsequent AGMs.

BOARD AND COMMITTEES PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement the Board has carried out an annual performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees.

NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF THE BOARD MEETINGS:

The dates on which the above Board meetings were held are as follows;

30th May 2014, 14th August 2014, 1st September 2014, 13th November 2014, 13th February 2015 and 26th March 2015

DIRECTORS & INDEPENDENT DIRECTORS

During the period under review, Mr. GVLN Raju has resigned as Director of the Company due to his pre- occupations and in this Place Mrs. G Mani was appointed on the Board w.e.f 26th March 2015

At the 23rd Annual General Meeting of the Company held in September 2014, the Members of the Company had appointed Independent Directors of the Company, for a period of 5 years. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c)of the Companies Act, 2013, with respect to Directors responsibilities Statement it is hereby confirmed:

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

b. That 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 ended 31st March, 2015 and of the profit and loss of the company for that period;

c. That 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. That the directors have prepared the annual accounts on a going concern basis.

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

POLICIES

Material Subsidiary

During the year ended March 31, 2015, the Company does not have any material listed/unlisted subsidiary companies as defined in Clause 49 of the Listing Agreement. The policy on determining material unlisted subsidiary of the Company is approved by the Board of Directors of the company.

Vigil Mechanism

The Board of Directors of the company are committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal. As a public company the integrity of the financial matters of the Company and the accuracy of financial information is paramount. The stakeholders of the Company and the financial markets rely on this information to make decisions. For these reasons, the Company must maintain workplace where it can retain and treat all complaints concerning questionable accounting practices, internal accounting controls or auditing matters or concerning the reporting of fraudulent financial information to our shareholders, the Government or the financial markets. The employees should be able to raise these free of any discrimination, retaliation or harassment. Pursuant to the policy, employees are encouraged to report questionable accounting practices to Mrs. G Mani, Chairman of Audit Committee through email or by correspondence through post.

Familiarisation programme for Independent Directors

Pursuant to the provisions of Clause 49 of the Listing Agreement, the Company has formulated a programme for familiarising the Independent Directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc through various initiatives.

Key Managerial Personnel

The Company is in the process of appointing the Chief Financial Officer as Key Managerial Personnel in accordance with the Section 203 of the Companies Act, 2013.

Related Party Transaction

Policy on dealing with Related Party Transactions is approved by the Board

No related party transactions were entered into during the financial year under review, There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The same was discussed by the Audit Committee as also the Board. The policy on Related Party Transactions as approved by the Board. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. Periodic audits are undertaken on a continuous basis covering all the operations i.e., manufacturing, sales & distribution, marketing, finance, etc. Reports of internal audits are reviewed by management from time to time and desired actions are initiated to strengthen the control and effectiveness of the system.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report is signed by the Director of the Company and forms part of this Annual report.

Disclosures pursuant to The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forms part of the Board's Report.

2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company forms part of the Board's Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details pertaining to criteria for determining qualifications, positive attributes and independence of a Director and remuneration policy have been provided in Section of the attached Corporate Governance Report.

Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations

Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy.

PERSONNEL

The relationship between the management and the staff was very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the continuous assistance and co-operation extended to your Company by the valued customers, bankers, Reserve Bank India, SEBI, Bombay Stock Exchange Limited & National Stock Exchange of India Limited and all other regulatory Authorities. The Directors also sincerely acknowledge the significant contributions made by a the employees for their dedicated services to the Company.

For and on behalf of the board

Place: Hyderabad Executive Director Director Date: 14th August 2015

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