Directors Report of Cranes Software International Ltd.

Mar 31, 2024

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 I akhs)

Particulars	Standalone		Consolidated
	Financial Year 2023-24 (FY 2024)	Financial Year 2022-23 (FY 2023)	Financial Year 2023-24 (FY 2024)	Financial Year 2022-23 (FY 2023)
Total Income	0.03	18,962.99	1,033.78	20,859.56
Total Expense	1,866.58	7,487.06	1,509.87	6,650.69
Profit/ (loss) before extraordinary items & tax	(1,866.55)	11,475.93	(476.09)	14,208.87
Exceptional Items	-	-	(1,185.87)	(1,140.00)
Profit / (loss) before tax	(1,866.55)	11,475.93	(1,661.95)	13,068.87
Tax	-	(20,234.69)	(158.41)	(22,823.26)
Profit / (loss) for the period	(1,866.55)	(8,758.75)	(1,820.36)	(9,754.39)

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.

10. Details of Directors / Key Managerial Personnel:

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:

Sl. No.	DIN	Name of Director	Designation	Date of Appointment
1.	00104893	Asif Khader	Managing Director	30/04/2002
2.	00106674	Mueed Khader	Director	30/04/2002
3.	00906340	Richard Holden Gall	Independent Director	16/05/2002
4.	07624256	Akthar Begum	Independent Director	12/08/2016

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:

Sl. No.	DIN/ PAN	Name of Key Managerial Personnel	Designation	Date of Appointment
1.	00104893	Asif Khader	Managing Director	30/04/2002
2.	ANBPM6724F	Honnappa Manjunath	Chief Financial Officer	08/09/2021
3.	AJQPA6750Q	Apeksha Nagori	Company Secretary	30/05/2023

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.

11. Number of Meetings of the Board:

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.

12. Committees of the Board:

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.

13. Policy on directors'' appointment and remuneration and other details:

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

14. Formal Annual Evaluation of the Board:

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.

15. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future:

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.

16. Details of Non-Compliance by the Company, Penalties, and Strictures imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority, on any matter related to Capital Markets, during the last three years:

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:

Sr. No.	Financial Year	Action taken by the Authority	Details of violation	Details of action taken E.g. fines, warning letter, debarment, etc.
1.	2023-24	Bombay Stock Exchange	Regulation 24A- Delay in filing the Annual Secretarial Compliance Report - Rs 40,000- fine levied	BSE levied fine for delay in filing Annual Secretarial Compliance Report for 2022-23
			Regulation 31 (1)(b)- Delay in filing shareholding pattern for Q2 of Financial year 2023-24- Rs 1,70,000- fine levied	BSE levied fine for delay in filing shareholding pattern for Q2 of Financial year 2023-24
			Regulation 33 (3)(a)- Delay in filing Quarterly Financial Results for qtr ended March 2023, June 2023 and September 2023- Rs 6,57,100- fine levied	BSE levied fine for delay in filing Quarterly Financial Results for qtr ended March 2023, June 2023 and September 2023
			Regulation 23(9)- Delay in filing Related Party T ransactions for half year ended 30th September 2023- Rs 1,55,000- fine levied	BSE levied fine for delay in filing Related Party Transactions for half year ended 30th September 2023.
			Regulation 33 (3)(d)- Delay in filing Annual Audited Stand alone and Consolidated Financial Results for financial year ended 31st March 2023-Rs 7,70,000- fine levied	BSE levied fine for delay in filing Annual Audited Stand alone and Consolidated Financial Results for financial year ended 31 st March 2023.
			Regulation 34 (1)- Delay in filing Annual Report for the FY 2022-23 - Rs 4,720- fine levied	BSE levied fine for delay in filing Annual Report for the FY 2022-23.
			Regulation 29- Delay in intimating the notice of the Board Meeting held on 2nd December 2023, 4th December 2023 & 8th December 2023- Rs 11,800/- fine levied	BSE levied fine for Delay in intimating the notice of the Board Meeting held on 2nd December 2023, 4th December 2023 & 8th December 2023.
2.	2022-23	Bombay Stock Exchange	Regulation 23(9)- Delay in filing disclosures relating to RPTs - INR 75000 GST of 18% aggregating to INR 88,500 - fine levied	BSE levied fine for delay in filing disclosures relating to RPTs.

			Regulation 6(1)- Delay in appointing a Company Secretary of the Company- INR 51,000 GST of 18% aggregating to INR 60,180/- fine levied	BSE levied fine for delay in appointing a Company Secretary of the Company
			Regulation 34 - delay in filing Annual Report - INR 16000 GST aggregating to INR 18,880 - fine levied	BSE levied fine for delay in filing Annual Report
			Regulation 33 - Delay in filing un-audited financial results for the quarter ended 31st December 2022- INR1,40,000 GST fine of 18% aggregating to INR 1,65,200/-fines levied.	BSE levied fine for delay in filing un-audited financial results for the quarter ended 31st December 2022
			Regulation 31 - Delay in filing shareholding pattern of the Company for the quarter ended June 2022- INR 64,000 plus 18% GST aggregating to INR 75,520/-	BSE levied fine for delay in submission of shareholding pattern for the quarter ended 30th June 2022
			Regulation 31A- delay in filing the reclassification of any person as pro-moter/public- INR 84,000 plus 18% GST aggregating to INR 99,120/-	BSE levied fine for delay in submission of reclassification of any person as promoter/ public
3.	2021-22	Bombay Stock Exchange	Regulation 34 - delay in filing Annual Report - INR 10000 GST aggregating to INR 11,800 - fine levied	BSE levied fine for delay in filing Annual Report
			Reg-23 (9) - Delay in filing disclosures relating to RPTs - INR 85000 GST of 18% aggregating to INR 100,300 - fine levied	BSE levied fine for delay in filing disclosures relating to RPTs.

17. Vigil Mechanism and Whistle Blower:

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.

18. Internal Financial Control & Adequacy:

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.

19. Corporate Social Responsibility (CSR):

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.

20. Disclosure under Sexual Harassment of Women at Work Place - Prevention Prohibition and Redressal Act, 2013:

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.

21. Corporate Governance:

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.

22. Management Discussion & Analysis Report:

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.

23. Extract of annual return:

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.

24. Particulars of Employees:

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.

25. Health, Safety and Environment:

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.

26. Particulars of Loans, Guarantee & Investment:

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

27. Directors'' responsibility statement:

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.

The directors confirm that:

• 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.

28. Statutory Auditors:

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.

29. Secretarial Auditor:

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.

30. Cost Records and Cost Audit:

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.

31. Auditors Qualifications and Board''s Reply:

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.

32. Secretarial Auditor and Board''s Reply to Secretarial Audit Qualifications:

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.

33. Related Party Transactions:

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.

34. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

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:

a	Foreign Exchange earned in terms of actual inflows during the year under Report	Nil
b	Foreign Exchange outgo in terms of actual outflows during the year under Report	Nil

35. Research & Development Activities:

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.

36. Secretarial Standards:

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.

37. Subsidiaries, Joint Ventures & Associates:

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.

38. Reporting of Fraud by Auditors:

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.

39. Risk Management:

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.

40. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year:

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

41. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

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.

42. Green Initiative:

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.

43. Acknowledgements:

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.

for and on behalf of the Board of Directors Sd/- Sd/-

Date: 06-09-2024 Asif Khader Mueed Khader

Place: Bengaluru Managing Director Director

DIN:00104893 DIN:00106674

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Mar 31, 2023

DIRECTORS REPORT

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 31,2023.

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

1. Consolidated/ Standalone Financial Performance:

Particulars	Standalone		Consolidated
	Financial Year 2022-23 (FY 2023)	Financial Year 2021-22 (FY 2022)	Financial Year 2022-23 (FY 2023)	Financial Year 2021-22 (FY 2022)
Total Income	18,962.99	6,513.29	20,859.56	7,087.86
Total Expense	7,487.06	3,695.98	6,650.69	3,994.61
Profit/ (loss) before extraordinary items & tax	11,475.93	2,817.32	14,208.87	3,093.24
Exceptional Items	-	-	(1,140.00)	-
Profit / (loss) before tax	11,475.93	2,817.32	13,068.87	3,093.24
Deferred Tax	(20,234.69)	(4,351.08)	(22,817.35)	(4,581.30)
Profit / (loss) for the period	(8,758.75)	(1,533.76)	(9,754.39)	(1,499.83)

2. Consolidated/ Standalone Financial Performance:

The consolidated annual revenue from operations has registered an increaseof about 194% compared
with the previous year and the Company has posted a consolidated profit from operations before tax of
Rs. 142.09 crores as compared to profit of Rs. 30.93 crores in the previous year.

The standalone annual revenue from operations has registered an increase by about 191 % compared
with the previous year. The profit for the period before tax stands at Rs. 114.76 crores as compared with
profit of Rs. 28.17 crores in the previous year. The increase in the income and profits for this year is
majorly due to the one time settlement(s) with Bank(s) due to write back required.

In the year under review, the Company has made efforts to enhance its position by building products in
the areas of engineering services in the Engineering segment and in the educational segment and the
same is reflected in the revenue from operations. 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 your there were no changes in the Capital Structure of your
Company.

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 Board of Directors at its meeting held on 30th November 2023:

a. to increase the authorized capital of the Company from Rs. 35 crores to Rs. 39 crores.

b. approved the partial conversion of loan taken from Techuni Ventures Private Limited for settlement of
loans to the various banks to Equity shares of the Company. The Board decided, subject to approval of
the shareholders by a special resolution, to offer, issue and allot 34,190,375 Equity Shares of Rs. 2
each @ premium of Rs. 2.57 per Equity Shares aggregating to Rs. 4.57 per Equity Shares upon partial
conversion of interest-bearing unsecured loan,

c. approved, subject to approval of the shareholders by a special resolution to offer/ issue/ allot 40,000,000
Equity convertible warrants of Rs. 4.57 each to be converted in accordance with SEBI (ICDR) Regulations
to Mr. Asif Khader, one of the Promoter and the Managing Director of the Company.

The above will have a bearing on the capital of the Company.

Other than the above, there have been no material changes and commitments which have affected the
financial position of the Company from the Financial Year ended 31st March, 2023 and the date of this
Board Report.

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.

10. Details of Directors / Key Managerial Personnel:

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:

Sl. No.	DIN	Name of Director	Designation	Date of Appointment
1.	00104893	Asif Khader	Managing Director	30/04/2002
2.	00106674	Mueed Khader	Director	30/04/2002
3.	00906340	Richard Holden Gall	Independent Director	16/05/2002
4.	07624256	Akthar Begum	Independent Director	12/08/2016

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

Sl. No.	DIN/ PAN	Name of Key Managerial Personnel	Designation	Date of Appointment
1.	00104893	Asif Khader	Managing Director	30/04/2002
2.	ANBPM6724F	Honnappa Manjunath	Chief Financial Officer	08/09/2021
3.	GEDPS6725H	Joydeep Sarkar*	Company Secretary	01/09/2022

Mr. Joydeep Sarkar was relieved from the services with effect from 30th November 2022 consequent
to his resignation from the services of the Company.

Further, Mr. Mueed Khader (DIN: 00106674), Director of the Company retires by rotation and being
eligible, offers himself for re-appointment. A resolution seeking shareholders'' approval for his re¬
appointment along with other required details forms part of the Notice of the Annual General Meeting.
The board considered his re-appointment and accordingly at the meeting held on 7th December 2023

upon the recommendation of the Nomination and Remuneration Committee approved the re-appointment
of Mr. Mueed Khader as the director of the Company to continue on the Board of directors of the
Company subject to approval of the shareholders in the ensuing Annual general meeting to be held on
30th December 2023.

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.
Ms. Apeksha Nagori (PAN: AJQA6750Q) took over as the Company Secretary, with effect from 30th
May 2023.

Ms. Apeksha Nagori is a member of the Institute of Company Secretaries of India, having membership
number: ACS 21952and has vast experience in the field of Company law, SEBI regulations and other
corporate legal matters.

11. Number of Meetings of the Board:

The Board met 6 (six) 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 30.05.2022,
13.08.2022, 08.09.2022, 01.10.2022, 14.11.2022 & 21.03.2023. Further all the Directors of the Company
were present on the Board Meetings.

12. Committees of the Board:

As on March 31,2023, 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.

13. Policy on directors'' appointment and remuneration and other details:

The Company is in process of revamping the policy on directors appointment and remuneration.

14. Formal Annual Evaluation of the Board:

The guidelines for evaluating and assessing the performance of the directors are being modified due to
the expansion of the board. 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.

15. Details of significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and Company''s operations in future:

a. The members were informed in the last year''s report of the Board of Directors that the Company had
filed jointly with the Foreign Currency Convertible Bond Holders for withdrawal of the winding up
petition. The Honorable Hight Court of Karnataka was pleased to withdraw the winding up order on
the Company. Necessary intimation was also filed with the Registrar of Companies, Karnataka.

b. 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.

16. Details of Non-Compliance by the Company, Penalties, and Strictures imposed on the Company
by Stock Exchanges or SEBI or any Statutory Authority, on any matter related to Capital
Markets, during the last three years:

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:

Sr. No.	Financial Year	Action taken by the Authority	Details of violation	Details of action taken E.g. fines, warning letter, debarment, etc.
1.	2022-23	Bombay Stock Exchange	Regulation 23(9)- Delay in filing disclosures relat¬ ing to RPTs - INR 75000 GST of 18% aggregat¬ ing to INR 88,500 - fine levied	BSE levied fine for delay in fil¬ ing disclosures relating to RPTs.
			Regulation 6(1)- Delay in appointing a Company Secretary of the Com¬ pany- INR 51,000 GST of 18% aggregating to INR 60,180/- fine levied	BSE levied fine for delay in appointing a Company Secre¬ tary of the Company
			Regulation 34 - delay in filing Annual Report - INR 16000 GST aggregat¬ ing to INR 18,880 - fine levied	BSE levied fine for delay in fil¬ ing Annual Report
			Regulation 33 - Delay in filing un-audited financial results for the quarter ended 31st December 2022- INR1,40,000 GST fine of 18% aggre¬ gating to INR 1,65,200/- fines levied.	BSE levied fine for delay in fil¬ ing un-audited financial results for the quarter ended 31st December 2022
			Regulation 31 - Delay in filing shareholding pat¬ tern of the Company for the quarter ended June 2022- INR 64,000 plus 18% GST aggregating to INR 75,520/-	BSE levied fine for delay in submission of shareholding pattern for the quarter ended 30th June 2022
			Regulation 31A- delay in filing the reclassification of any person as pro- moter/public- INR 84,000 plus 18% GST aggregat¬ ing to INR 99,120/-	BSE levied fine for delay in submission of reclassification of any person as promoter/ public
2.	2021-22	Bombay Stock Exchange	Regulation 34 - delay in filing Annual Report - INR 10000 GST aggregat¬ ing to INR 11,800 - fine levied	BSE levied fine for delay in fil¬ ing Annual Report
			Reg-23 (9) - Delay in fil¬ ing disclosures relating to RPTs - INR 85000 GST of 18% aggregating to INR 100,300 - fine lev¬ ied	BSE levied fine for delay in fil¬ ing disclosures relating to RPTs.

3.	2020-21	Bombay Stock Exchange	Regulation 33 - Annual audited Financial Re¬ sults - Late submission. INR1,20,000 GST fine levied - promoters shareholdings frozen.	Delay in reporting of Financial results for last year was due to Covid-19 lockdown- the re¬ sults were announced after a delay of 24 days. The Com¬ pany paid the fine to BSE. Subsequent to the payment of fine, the promoters shareholding was released.
			Reg-19(1)/19(2) - recon¬ stitution of Board Com¬ mittees quarter ended March 2020 - INR 1,82,000 GST fine lev¬ ied, promoters shareholdings frozen	Constitution of Board Com¬ mittees - The Board had re¬ constituted the Board Committee''s but the Com¬ pany did not inform BSE. The Company paid the fine and after representation this fine was waived off / reversed by BSE.
			Reg-23(9) - Disclosure of related party - Late sub¬ mission - INR 2,10,000 ( GST) - fine levied and promoters shareholdings frozen. . The Company was warned to exercise caution in filing its docu¬ ments with BSE and strictly comply with the various circulars of SEBI and the Exchange no¬ tices on timely basis.	Disclosure of Related Party transaction - The Company paid the fine. After represen¬ tation by the Company this fine was waived off / reversed by BSE. The Company was warned to exercise caution in filing its documents with BSE and strictly comply with the various circulars of SEBI and the Exchange notices on timely basis.
			Reg-19(1)/19(2) - recon¬ stitution of Board Com¬ mittees quarter ended June 2020 - INR 1,82,000 GST fine lev¬ ied, promoters shareholdings frozen.	Constitution of Board Com¬ mittees - The Board had re¬ constituted the Board Committee''s but the Com¬ pany did not inform BSE. The Company paid the fine and after representation this fine was waived off / reversed by BSE.

17. Vigil Mechanism and Whistle Blower:

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.

18. Internal Financial Control & Adequacy:

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.

19. Corporate Social Responsibility (CSR):

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.

20. Disclosure under Sexual Harassment of Women at Work Place - Prevention Prohibition and
Redressal Act, 2013:

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.

21. Corporate Governance:

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 2023 forms part of this Annual Report as Annexure
I and the Independent Chartered Accountant Certificate of Compliance is attached to this report as per
Annexure II.

22. Management Discussion & Analysis Report:

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.

23. Extract of annual return:

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.

24. Particulars of Employees:

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 31,2023. 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.

25. Health, Safety and Environment:

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.

26. Particulars of Loans, Guarantee & Investment:

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

27. Directors'' responsibility statement:

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.

The directors confirm that:

• 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.

28. Statutory Auditors:

During the 37th Annual General Meeting of the Company M/s Reddy Goud & Janardhan sought
appointment from the shareholders. The said resolution was not passed by the members. M/s Chaturvedi
Sohan & Co, Chartered Accountants were appointed as auditors in casual vacancy at the Board
Meeting held on 1st October 2022, to continue till the date of the current Annual General Meeting. The
Board based on the recommendation of the Audit Committee, has proposed the appointment of M/s
Chaturvedi Sohan & Co, Chartered Accountants (FRN 118424W) for a term of 4 years from the conclusion
of 38th Annual General Meeting till conclusion of the 42nd Annual General Meeting subject to the
approval of the shareholders in the ensuing Annual General Meeting at such remuneration, as mutually
agreed between the Board of Directors of the Company and the Statutory Auditors. A resolution seeking
shareholders'' approval for the appointment of the Statutory Auditors along with other required details
forms part of the Notice of the Annual General Meeting.

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.

29. Secretarial Auditor:

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.

30. Cost Records and Cost Audit:

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.

31. Auditors Qualifications and Board''s Reply:

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.

32. Secretarial Auditor and Board''s Reply to Secretarial Audit Qualifications:

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.

33. Related Party Transactions:

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 31,2023 are provided under note no. 35 to the audited
financial statements and details pertaining to related party transactions are provided in Annexure - VII.

34. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

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.

35. Research & Development Activities:

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.

36. Secretarial Standards:

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.

37. Subsidiaries, Joint Ventures & Associates:

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.

38. Reporting of Fraud by Auditors:

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.

39. Risk Management:

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.

40. The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year along with their status as at the end of the financial
year:

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

41. The details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial Institutions
along with the reasons thereof.

The loan from SBI Bank was repaid during the year.

42. Green Initiative:

Electronic copies of the Annual Report 2022-23 and the Notice of the AGM are sent to all the members
whose email addresses are registered with the Company.

43. Acknowledgements:

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.

for and on behalf of the Board of Directors

Sd/- Sd/-Date: 08-12-2023

Asif Khader

Mueed Khader

Place: Bengaluru Managing Director Director

DIN:00104893 DIN:00106674

---

Mar 31, 2015

To,

The Members of

Cranes Software International Limited,

The Directors have pleasure in presenting their 30TH Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Board's Report shall be prepared based on the standalone financial statements of the company.

Particulars Standalone Consolidated

FY 2015 FY 2014 FY 2015 FY 2014

Net Sales /Income from 137.01 197.33 3,676.36 3,392.30 Business Operations

Other Income 723.23 72.97 805.50 103.30

Total Income 860.24 270.29 4,481.86 3,495.60

Total Expense 120.24 1,633.99 3,703.65 4,792.94

Profit/(Loss) before interest and depreciation 740.00 (1,363.69) 778.21 (1,297.34)

Less Interest 1,109.77 947.09 1,136.43 966.73

Profit/(Loss) before Depreciation (369.78) (2,310.79) (358.22) (2,264.07)

Less Depreciation 142.65 303.94 307.85 437.96

Profit/(Loss) after depreciation and Interest (512.42) (2,614.73) (666.07) (2,702.03)

Less Exceptional items 3.61 (11.04) 9.06 (8.83)

Profit/(Loss) before extraordinary items & tax (516.04) (2,603.69) (675.13) (2,693.20)

Add Extraordinary items - 685.49 - 685.49

Profit/(Loss) before tax (516.04) (1,918.19) (675.13) (2,007.71)

Less Current Income Tax - - 6.17 10.58

Less Previous year adjustment of Income Tax 0.58 12.59 0.81 -

Less Deferred Tax (382.28) (931.01) (385.65) (988.59)

Less MAT Credit Entitlement Reversed 99.50 - 99.50 -

Net Profit/(Loss) after Tax (233.84) (999.77) (395.96) (1,029.70)

Dividend (including Interim if any and final) - - - -

Net Profit/(Loss) after dividend and Tax (233.84) (999.77) (395.96) (1,029.69)

Amount transferred to General Reserve Balance carried to Balance Sheet (233.84) (999.77) (395.96) (1,029.69)

Basic / Diluted (excluding exta ordinary items) (1.99) (14.31) (3.36) (14.56)

Basic / Diluted (including exta ordinary items) (1.99) (8.49) (3.36) (8.74)

2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR

The Company's financial performance for the year under review along with previous year's fig ures is given hereunder:

During the year, your Company, on a standalone basis, achieved a Sales and Operating Revenue of Rs. 137 million, down from Rs. 197.3 million. The after tax position was a loss of Rs. 233.8 million, on Standalone basis, as compared to loss of Rs 999.7 million in the previous year. This reduction in loss was primarily due to items classified as 'Other Income' - Rs.723.2 million, Deferred Tax of Rs. 382.3 million as compared to Rs 931 million previous year and other minor variances in expenditure.

On a consolidated basis, during the year, your Company together with its subsidiaries achieved a Sales and Operating Revenue of Rs. 3676.4 million, up from Rs. 3,392.3 million of the previous year. Given below is the excerpt of profitability performance

Operations

The Company has consolidated its position in the global software products and services segment by undertaking essential business transformation to leverage its product development capability and worldwide presence. In the year under review, the Company has enhanced its position in the areas of Business Intelligence, Engineering Services and Vocational Training. The Company continues to improve operational effectiveness, optimize costs and increase market reach across all businesses. These initiatives have positively impacted the current year business revenues and improved operating margins.

In the year gone by, Cranes furthered its engagement with its clientele by increasing product portfolio with new releases and launches and solution offerings by introducing new alliances and partnerships. This includes expanding our product range, partnering with partners to penetrate into new business areas, launching new products upgrades in the Engineering & Business Intelligence products and services area. The Company also forged its presence in the training services space by penetrating further into Engineering Universities and Colleges. In the Business Intelligence space the Company launched Cubeware Solutions Platform C8. This release superseded all previous Cubeware portfolio components, bundling and synchronizing them in a complete BI architecture. This provides companies an integrated, scalable, easy-to-use BI platform that addresses the complete spectrum of modern BI requirements across all industries. The Company operates in the Business Intelligence area through one of its subsidiaries; Dunn Solutions Group (DSG), a full service IT consulting firm with Business Intelligence and Application Development practices, and Cubeware, a company offering a complete, innovative, industry-independent Business Intelligence Product portfolio.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY No Change in the nature of Business.

4. DIVIDEND

In the absence of distributable profits in the year, the Directors have not recommended any dividend for the year 2014-15, in order to conserve cash

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Asif Khader, Managing Director whose term ends at the conclusion of this AGM and being eligible, offer himself for reappointment.

6. PARTICULARS OF EMPLOYEES

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed as Annexure I.

7. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

8. BOARD EVALUATION

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

9. DECLARATION BY INDEPENDENT DIRECTORS AND RE- APPOINTMENT, IF ANY

The independent directors have affirmed that they satisfy the criteria laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement. An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

10. 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.

Managerial Remuneration:

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in the Corporate Governance Report and is provided in this report

11. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company Directors' Reports, Profit and Loss Accounts and Balance Sheets of each of the noted Subsidiary Companies are incorporated in the Consolidated Financial Statements which are presented herein.

In accordance with the Accounting Standard AS-21 on consolidated financial statements, the Consolidated Financial Statements are attached as part of the Annual Report and Accounts.

This along with the Company's results, we believe, presents a full view of the state of affairs of the Company.

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure-II

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

12. AUDITORS:

The Auditors, M/s S Janardhan & Associates, Chartered Accountants, Bangalore have been appointed for the transitionary period of 3 years at the last Annual General Meeting and, being eligible, ratification is hereby recommended for continuance from the forth coming AGM to the next AGM.

13. AUDITORS' REPORT

The Auditors' Report is reproduced here with and the management analysis and discussions are also attached

Remarks of Auditors

In the course of auditing the Company Accounts, the Statutory auditors have raised comments, observations and qualifications. Their comments in respect of the Company's assumption of "Going Concern" along with the responses of the Board to each are given below :

14. DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to this Company and its products/ business of the Company for FY 2014-15

15. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s. The Perfect Professionals, have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure III to this report. The report is self-explanatory.

Internal Audit & Controls

The Company as per section 138 of Companies act, 2013 and the rules thereon has engaged M/s. G. Rag have ndra and Co. as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

16. VIGIL MECHANISM :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Audit Committee consists of the following members

a Mr. Richard Gall

b. Dr. Peter Ryser

c. Mr. Asif Khader

The above composition of the Audit Committee consists of independent Directors viz., Mr Richard Gall and Dr. Peter Ryser who form the majority.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

17. RISK MANAGEMENT POLICY

The Company has developed and adopted a Risk Management Policy. This policy identifies all perceived risks which might impact the operations and on a more serious level also threaten the existence of the Company. The Company's Management Committee assists the Board in taking appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities.

18. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE IV.

19. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

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

No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations, between the end of the financial year to which this financial statements relate on the date of this report

21. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

The internal control systems and adequacy are discussed in the Management Discussion and Analysis annexed to the Director's Report

22. DEPOSITS

The details relating to deposits, covered under Chapter V of the Act,-

The Company has not accepted deposits from the public during the current year.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees or Investments covered under section 186 of the Companies Act 2013, are given in the notes to the Financial Statements.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto shall be disclosed in Form No. AOC-2. As Annexure V

25. STATUTORY DISCLOSURES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of E mployees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. However, as per the provisions of Section 219 (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

26. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

27. CONSERVATION OF ENER G Y, TECHNOLOGY ABSORPTI ON AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

(a) Research & Development Activities

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 statement giving information as required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is enclosed to this report

(b) Foreign exchange earnings and Outgo

During the year, the total foreign exchange used was Rs. 1611.26 lakh and the total foreign exchange earned was Rs. 714.20 lakh.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR activities of the Company are focused in the areas of Education, Healthcare, Environment and Community Development. The CSR Activities undertaken by the Company are in line with the CSR Policy and recommendation of the CSR Committee. Since there has been no profit declared by the Company, the said provisions are not applicable in Financial Year 2014-15.

29. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

30. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that-

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

31. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Due to the relationship of the bank and the Company having soured the amount has been blocked by the bank. The Company is in the process of settling the matters with the bank concerned and will transfer the amount to Investor Education and Protection Fund (IEPF) in due course.

32. ACKNOWLEDGEMENTS

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board

Bengaluru Asif Khader Mueed Khader

September 4th, 2015 Managing Director Director

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Mar 31, 2014

The Members of

Cranes Software International Limited,

The Directors are pleased to present this Twenty-ninth Annual Report together with the audited accounts of the Company and its below-noted Subsidiary Companies for the year ended March 31,2014.

1. Systat Software Inc., USA

2. Cranes Software Inc., USA.

3. Engineering Technology Associates Inc., USA (WOS of Cranes Software Inc., USA) incorporating therein, Engineering Technology Associates (Shanghai) Inc.,

4. Dunn Solutions Group Inc., USA (WOS of Cranes Software Inc., USA), incorporating therein, Dunn Solutions India Private Limited

5. Systat Software GmbH, Germany

6. Cubeware GmbH (WOS of Systat Software GmbH), including its WOS in Austria and Switzerland

7. Cranes Software International Pte. Ltd., Singapore

8. Tilak Autotech Pvt. Ltd., India

9. Proland Software Pvt. Ltd., India

10. Caravel Info Systems Pvt. Ltd., India

11. Esqube Communication Solutions Pvt. Ltd., India

12. Systat Software Asia Pacific Ltd., India

13. Analytix Systems Pvt. Ltd., India

Also presented are Consolidated Financial Statements for the year ended March 31,2014 which incorporate Audited Accounts for the above-noted Subsidiary Companies per relevant regulations.

Financial Performance (Rs. in Million) Standalone Particulars 2013-14 2012-13

Sales and Operating Revenues 197.3 214.9

Profit / (Loss) before tax (1,918.1) (2,645)

Taxes 918.4 109.3

Profit / (Loss) after tax (999.7) (2,535.7)

Consolidated Paticular 2013-14 2012-13

Sales and Operating Revenues 3,392.3 3,099.6

Profit / (Loss) before tax (2.007.7) (2,758.8)

Taxes 978.0 140.1

Profit / (Loss) after tax (1.029.7) (2,618.7)

Business

During the year, your Company, on a standalone basis, achieved a Sales and Operating Revenue of Rs. 197.3 million, down from Rs. 214.9 million. The after tax position was a loss of Rs. 999.7 million, on Standalone basis, as compared to loss of Rs 2,535.7 million in the previous year. This reduction in loss, was primarily due to items classified as ''Extraordinary Items'' ( largely write back of bank liabilities no longer needed - Rs 685.4 million), ''Exceptional Items'' ( largely prior period income items - Rs 11 million, compared to Rs 0.7 million of previous year), Deferred Tax Asset accrual ( Rs 931 million as compared to Rs 144.5 million previous year) and other minor variances in expenditure.

On a consolidated basis, during the year, your Company together with its subsidiaries, achieved a Sales and Operating Revenue of Rs. 3,392.3 million, up from Rs. 3,099.6 million of the previous year.

Operations

As outlined in detailed in the Management Discussion and Analysis Annexure, Company management has worked earnestly over the past three years to re-build the organization from its years of business downturn and has been successful in maximizing its strengths and leveraging its inherent capabilities of business transformation. Most recently, the Company has been re-establishing itself in the areas of Business Intelligence, Engineering

Services and Vocational Training and we continue to improve operational effectiveness, optimize costs and increase market reach both on a standalone basis and through its subsidiaries.

Company management has particularly focused on improved customer bandwidth and increased product and services offerings. We have increased and improved our product range in the Engineering products and services area, liaising with business partners to expand market reach and penetrate into new business areas. We plan to re-establish our relationships with academia and bring active partnerships from the Corporate sector as well. At the Varsity division, the Company has refocused and realigned its India-centric operations on training and education and launched new courses relevant to current market trends which have created a fresh demand. As a result of these initiatives, we expect to see promising results this year from this division.

The Company is also focused on improving its balance sheet position. Active discussions with secured and unsecured lenders for restructuring / closure of debts have yielded debt closure agreements with many banks. We also continue to pursue various approaches to sustained operational profitability and reduced debt exposure.

Appropriation

In the absence of distributable profits in the year, the Directors have not recommended any dividend for the year 2013-14, in order to conserve cash.

Subsidiary Companies / Joint Ventures

In terms of Sec 212(1) of the Companies Act, 1956, the Directors'' Reports, Profit and Loss Accounts and Balance Sheets of each of the noted Subsidiary Companies are incorporated in the Consolidated Financial Statements which are presented herein.

In accordance with the Accounting Standard AS-21 on consolidated financial statements, the Consolidated Financial Statements are attached as part of the Annual Report and Accounts.

This along with the Company''s results, we believe, presents a full view of the state of affairs of the Company. Remarks of Auditors

In the course of auditing the Company Accounts, the Statutory auditors have raised comments, observations and qualifications. Their comments in respect of the Company''s assumption of "Going Concern" along with the responses of the Board to each are given below :

Auditors Opinion

1. Redemption of Foreign currency convertible bond amounting to Rs. 34,682.13 lakhs (42 million Euros) to the holders of the bonds have fallen due during April 2011 and is yet to be redeemed as on the date of Balance Sheet.

Management Response

While it is accepted that redemption has not taken place, there have been transactions, the Company is aware of, between various Bond Holders who originally subscribed to the issue and others. A large number of the new Bond Holders, the Company believes, have considerable faith in its business soundness and would like to support the Company in its endeavours to rebuild its business

2. Legal proceeding under Sec. 138 of the Negotiable Instruments Act have been initiated by various Banks against the Company. These Banks have applied to the Debt Recovery Tribunal/Hon''ble Courts, etc. for recovery of dues. These proceeding are in various stages of disposal before the "DRT" and respective Hon''ble Courts.

The Company is actively defending its position in these cases. It is also in advanced settlement negotiations with both secured & unsecured lenders and while reaching settlements with some, expects to reach favourable settlements with others in due course.

3. In our opinion the securities provided to Banks are not adequate to cover the amounts outstanding to them as on the date of Balance Sheet.

4. An Advance of Rs. 23,950.68 lakhs is due from a party for an inordinate period and in our opinion recovery of the same is doubtful. However, the Company continues to classify such amounts as ''Good''. However, no evidence has been given to us to consider those amounts as recoverable as on the date of Balance Sheet.

During the year, considerable sets of actions were concluded on Book Debt Receivables since amounts were larger and needed more focused action. Complete resolution has by and large been possible on this account and adequate provision has been made, as auditors itself believe. It is the belief of the Company that ''Value will be received'' from the party to whom the advance was paid and referred to by the Auditor; the matter will be dealt with in the current year and until further clarity, it is believed that the matter can continue to be classified as ''Good''

5. Attention of the members is invited to Note no. 3.11 of the Notes regarding recognition of deferred tax credit on account of unabsorbed losses and allowances aggregating to Rs. 22,559.89 lakhs (year ended March 31, 2013 Rs. 13,249.77 lakhs) This does not satisfy the virtual certainty test for recognition of deferred tax credit as laid down in Accounting Standard 22

The Company has in the past year made planned efforts and progress in rebuilding its businesses and moving towards sustained financial growth, we remain confident that the Company will have future taxable income to take advantage of the deferred tax credit as a ''recognized'' asset.

6. The Subsidiary Company M/s Systat Software Inc. has out of amounts due to the Company, written back a sum of 2.6 Million USD equivalent to Rs 1,562.60 lakhs during the year under reference. The Company has created a provision in the Statement of Profit and Loss for a similar amount in the books of the Company. The Company is yet to apply to the Reserve Bank of India seeking its approval for write off of this amount in accordance with the provisions of the Foreign Exchange Management Act, 1999

Necessary application to the Foreign Exchange Management Authorities is under preparation to close this matter.

7. Reference is drawn to Note no. 3.34 of the notes regarding the amounts classified under "Fixed Assets " including "Intangible Assets Under Development" amounting to Rs. 35,469.53 lakhs. No evidence has been produced before us for testing its impairment and in the absence of the same, we are unable to express any opinion on the impairment to such asset. In our opinion, such test of impairment as on the date of Balance Sheet is mandatory, especially in view of the higher degree of the obsolescence of software which is stated to be under various stages of development, though no further developments have been carried out during the recent years.

We believe that there is no reduction in the value of its IP assets and that the attainable value would be at least equal to the carrying value. During the year under review, the management has put its efforts in product planning and is confident of continuing the development of these products and also convinced that such developed products will contribute substantially towards increased revenues.

The Company, has implemented several measures to improve its business potential as outlined in the Management Discussion and Analysis annexed to this report, including debt restructuring and substantial progress towards resumption of normal operations. Hence, we are highly confident that the concept of ''Going Concern'' continues to apply without doubt.

In the light of the above, the appropriateness of the ''Going Concern'' concept based on which the accounts have been prepared is interalia dependent on the Company''s ability to infuse requisite funds for meeting its obligations, rescheduling of debt and resuming normal operations.

8. Further to the above, we would like to draw the attention of the members to Note no. 3.28 regarding default of payments to various statutory authorities.

The Company is in the process of discharging these liabilities and is confident of clearing the entire dues in due course.

Deposits

Your Company has not accepted deposits from the public during the current year.

Directorate

Dr. Peter Ryser and Mr. Richard Holden Gall retire by rotation in the forthcoming Annual General Meeting. Dr. Peter Ryser and Mr. Richard Holden Gall, being eligible, offer themselves for re-appointment.

Conservation of Energy

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.

Research & Development Activities

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 statement giving information as required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is enclosed to this report.

Foreign Exchange Earnings and Outgo

Foreign exchange earned (FOB) during 2013-14 is Rs. 76.4 million and foreign exchange outgoing is Rs. 170.3 million during the year.

Employees

Information as per Sec 217(2a) of the Companies Act, 1956 read with the Companies (Particulars of employee) Rules,1975 and forming part of the Directors Report for the year ended March 31,2014 is not applicable due to the fact that no present employee is getting salary above 5 lakhs.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors hereby confirm that they have:

i. Followed the applicable accounting standards in the preparation of the annual accounts;

ii. Selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review;

iii. Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and detecting fraud and other irregularities;

iv. Prepared the accounts for the financial year on a ''going concern'' basis.

Corporate Governance

A detailed report on Corporate Governance & Management Discussion and Analysis are attached.

The Board members and the Senior Management Personnel have affirmed compliance with the Code of Conduct. Declaration of Confirmation by the Managing Director to this effect is annexed hereto.

Auditors

The auditors of the Company, Messrs. S. Janardhan & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for reappointment. The declaration under Section 224(1 )(B) of the Companies Act 1956 has been received from them.

Acknowledgement

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from Banks, Financial Institutions, Government, Customers, Suppliers, Business Partners and Shareholders for the year under review.

Your Directors also wish to place on record their appreciation for the Contribution made by employees at all levels of the Company, whose committed efforts are a reflection of our results and we look forward to their continued support..

For and on behalf of the Board

Bengaluru Asif Khader Mueed Khader August 30, 2014 Managing Director Director

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Mar 31, 2013

To , The Members of Cranes Software International Limited,

The Directors are pleased to present this Twenty-eighth Annual Report together with the audited accounts of the Company and its below-noted Subsidiary Companies for the year ended March 31, 2013.

1. Systat Software Inc., USA

2. Cranes Software Inc., USA.

3. Engineering Technology Associates Inc., USA (WOS of Cranes Software Inc., USA), incorporating therein, Engineering Technology Associates (Shanghai) Inc.,

4. Dunn Solutions Group Inc., USA (WOS of Cranes Software Inc., USA), incorporating therein, Dunn Solutions India Private Limited

5. Systat Software GmbH, Germany

6. Cubeware GmbH (WOS of Systat Software GmbH), including its WOS in Austria and Switzerland

7. Cranes Software International Pte. Ltd., Singapore

8. Tilak Autotech Pvt. Ltd., India

9. Proland Software Pvt. Ltd.,India

10. Caravel Info Systems Pvt. Ltd., India

11. Esqube Communication Solutions Pvt. Ltd., India

12. Systat Software Asia Pacific Ltd., India

13. Analytix Systems Pvt. Ltd., India

Also presented are Consolidated Financial Statements for the year ended March 31, 2013 which incorporated Audited Accounts for the above-noted Subsidiary Companies as per relevant regulations.

Financial Performance (Rs. in Million)

2012-13 2011-12

Particulars 2012-13 2011-12 Consolidated

Sales and Operating Revenues 392.42 343.24 3,308.36 2,800.91

Loss before tax (2,680.28)(874.31) (2,794.07)(1,249.28)

Taxes 144.55 610.93 175.35 647.99

Loss after Tax (2,535.73)(263.38) (2,618.72) (601.29)

Business

During the year, your Company, on a standalone basis, achieved a Sales and Operating Revenue of Rs.392.42 million, up from Rs.343.24 million. The after tax position was a loss of Rs.2,535.73 million.

On a consolidated basis, during the year, your Company together with its subsidiaries achieved a Sales and Operating Revenue of Rs. 3,308.36 million, again up from Rs. 2,800.91 million. The after tax position was a loss of Rs. 2,618.72 million.

Operations

As outlined in detailed in the Management Discussion and Analysis Annexure, Company management has worked earnestly over the past two years to re-build the organization from its years of business downturn and has been successful in maximizing its strengths and leveraging its inherent capabilities of business transformation. Most recently, the Company has been re-establishing itself in the areas of Business Intelligence, Engineering Services and Vocational Training and we continue to improve operational effectiveness, optimize costs and increase market reach both on a standalone basis and through its subsidiaries.

Company management has particularly focused on improved customer bandwidth and increased product and services offerings. We have increased and improved our product range in the Engineering products and services area, liaising with business partners to expand market reach and penetrate into new business areas. We plan to re-establish our relationships with academia and bring active partnerships from the Corporate sector as well. At our Cranes Varsity division, the Company has refocused and realigned its India-centric operations on training and education and launched new courses relevant to current market trends which have created a fresh demand. As a result of these initiatives, we expect to see promising results this year from this division.

The Company is also focused on improving its balance sheet position. Active discussions with secured and unsecured lenders for restructuring/ closure of debts have yielded debt closure agreements with several national banks. We also continue to pursue various approaches to sustained operational profitability and reduced debt exposure.

Appropriation

In the absence of distributable profits in the year, the Directors have not recommended any dividend for the year 2012-13.

Subsidiary Companies / Joint Ventures.

In terms of Sec 212(1) of the Companies Act, 1956, the Directors'' Reports, Profit and Loss Accounts and Balance Sheets of each of the noted Subsidiary Companies are incorporated in the Consolidated Financial Statements which are presented herein.

In accordance with the Accounting Standard AS-21 on consolidated financial statements, the Consolidated Financial Statements are attached as part of the Annual Report and Accounts.

This along with the Company''s results, we believe, presents a full view of the state of affairs of the Company.

Remarks of Auditors

In the course of auditing the Company Accounts, the Statutory auditors have raised comments, observations and qualifications. Their comments in respect of the Company''s assumption of "Going Concern" along with the responses of the Board to each are given below :

Auditors Opinion Management Response A winding up petition has been filed by the Trustees of Foreign Currency Convertible Bond

The Company is actively defending its position against holders against the company u/s 434 of the this winding up petition while also pursuing settlement Companies Act,1956 before the Hon''ble High Court exchanges with the petitioning FCCB holders. of Karnataka for non-payment of principal (due for redemption in March 2011) and the accrued interest thereon. Cases are filed u/s 138 of the Negotiable Instruments Act by various Banks against the company. These Banks have applied to the Debt The Company is actively defending its position in these Recovery Tribunal / Hon''ble Courts, etc. for cases. It is also in advanced settlement negotiations recovery of dues and provisions of SARFAESI have with both secured & unsecured lenders and expects also been invoked against the company.These to reach favourable settlements soon in virtually all cases are in various stages of disposal before the these cases. respective Hon''ble Courts.

In our opinion the securities provided to Banks are not adequate to cover the amounts outstanding to them as on the date of Balance Sheet.

There are several overdue Trade Receivables and Advances recoverable from parties for an inordinate period and however, the company has classified such amounts as ''Good''. However, no This book debt has accumulated for multiple reasons evidence has been given to us to consider those including the impact of global economic turmoil and an amounts as recoverable as on the date of Balance extended period of recession . The Company has, during Sheet. In this connection, a sum of Rs. 21,300 lakhs the course of the past financial year, made provision has been provided in the books of account as for addressing a portion of these debts and is also provision for bad and doubtful debts against Trade awaiting approvals from government agencies for Receivable, which in our opinion is inadequate appropriate closures. and further provision to the extent of Rs. 10,974.50 lakhs on account of Trade Receivables and a sum of Rs. 23,610.83 lakhs on account of advances have not been made in the accounts.

Attention of the members is invited to note 3.11 of the Notes regarding recognition of deferred tax With the Company progressing in rebuilding its credit on account of unabsorbed losses and businesses and implementing a credible plan toward allowances aggregating to Rs. 11,802.46 lakhs sustained financial growth, we remain confident that (year ended March 31, 2012 Rs. 11953.94 lakhs) the Company will have future taxable income to take (Total amount recognized for the year ended March advantage of the deferred tax credit as a ''recognized'' 31, 2013 amounts to Rs. 151.48 lakhs). This does asset.

Not satisfy the virtual certainty test for recognition of deferred tax credit as laid down in Accounting Standard 22 Reference is drawn to note no. 3.34 of the notes We continue to believe that there is no impairment in regarding the amounts classified under "Fixed value and the realizable value is at least equal to the Assets" including "Intangible Assets Under carrying value. We believe that any diminutions on Development" amounting to Rs. 36,914.80 lakhs. account of global economic conditions are not of No evidence has been produced before us for permanent nature. During the year under review, there testing its impairment and in the absence of the was a hold on investment into intangible assets as the same, we are unable to express any opinion on Company was undergoing a severe liquidity crunch.

The impairment to such asset. In our opinion, such However, going forward, the Management is confident test of impairment as on the date of Balance Sheet of continuing the development of these products and is mandatory, especially in view of the higher also confident that such developed products will degree of the obsolescence of software which is substantially contribute to increased revenues.

Stated to be under various stages of development, though no further developments have been carried The Company, has institutionalized several measures out during the recent years. to secure and improve its business potential as outlined in the Management Discussion and Analysis annexed In the light of the above, the appropriateness of to this report, including debt restructuring and the ''Going Concern'' concept based on which the substantial progress toward resumption of normal accounts have been prepared is interalia dependent operations. Hence, we are highly confident that the on the Company''s ability to infuse requisite funds concept of ''Going Concern'' continues to apply without for meeting its obligations, rescheduling of debt doubt.

And resuming normal operations.

i) The Company is in the process of discharging Further to the above, we would like to draw the these liabilities and is confident of clearing the attention of the members to the following entire dues in due course.

i) Note no. 3.28 regarding default of payments

ii) Dividends declared by the Company in 2009 had to various statutory authorities; unfortunately been delayed until now due to

ii) Note no. 3.46 regarding default in payment of various factors including specific legal dividend constraints in connection with pending litigation against CSIL from creditor banks. CSIL has diligently pursued negotiated settlements with these creditors to be in position to urgently cover the dividends rights of its shareholders.

As of August 23, 2013, CSIL has established and funded a Shareholders'' Dividends Account equipped to pay out all the pending dividends. These payments are currently in process and we are confident that Company shareholders will now receive their dividends payment in due course.

Deposits

Your Company has not accepted deposits from the public during the current year.

Director

"The Directors'' Mr. Mueed Khader and Mr. Mukkaram Jan seeks re-appointment for a further term of three years. This will be subject to the approval of Central Government" .

Conservation of Energy

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 products 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.

Research & Development Activities

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 statement giving information as required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is enclosed to this report.

Foreign Exchange Earnings and Outgo

Foreign exchange earned (FOB) during 2012-13 is Rs. 101.54 million and foreign exchange outgo is Rs. 172.99 million during the year.

Employees

Information as per Sec217(2a) of the Companies Act, 1956 read with the Companies (Particulars of employee) Rules,1975 and forming part of the Directors Report for the year ended March 31,2013 is not applicable due to the fact that no present employee is getting salary above 5 lakhs.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors hereby confirm that they have:

i. Followed the applicable accounting standards in the preparation of the annual accounts;

ii. Selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for the year under review;

iii. Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and detecting fraud and other irregularities;

iv. Prepared the accounts for the financial year on a ''going concern'' basis.

Corporate Governance

A detailed report on Corporate Governance & Management Discussion and Analysis are attached.

The Board members and the Senior Management Personnel have affirmed compliance with the Code of Conduct. Declaration of Confirmation by the Managing Director to this effect is annexed hereto.

Auditors

The auditors of the Company, Messrs.S. Janardhan & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for reappointment. The declaration under Section 224(1)(B) of the Companies Act 1956 has been received from them.

Acknowledgement

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from Banks, Financial Institutions, Government, Customers, Suppliers, Business Partners and Shareholders for the year under review.

Your Directors also wish to place on record their appreciation for the Contribution made by employees at all levels of the Company, whose committed efforts are a reflection of our results and we look forward to their continued support..



for and on behalf of the Board

Bengaluru Asif Khader Mueed Khader

August 31, 2013 Managing Director Director

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Mar 31, 2011

The Directors have pleasure in presenting to you the Twenty-Sixth Annual Report together with the audited accounts on the business and operations of the Company for the year ended March 31, 2011 by itself and its subsidiaries, viz.

1. Systat Software Inc., USA

2. Cranes Software Inc., USA.

3. Engineering Technology Associates Inc., USA (WOS of Cranes Software Inc., USA) Engineering Technology Associates (Shanghai) Inc.,

4. Dunn Solutions Group Inc., USA (WOS of Cranes Software Inc., USA)

5. Systat Software GmbH, Germany

6. Cubeware GmbH (WOS of Systat Software GmbH), including its WOS in Austria and Switzerland

7. Cranes Software International Pte. Ltd., Singapore

8. Tilak Autotech Pvt. Ltd., India

9. Proland Software Pvt. Ltd., India

10. Caravel Info Systems Pvt. Ltd., India

11. Esqube Communication Solutions Pvt. Ltd., India

12. Systat Software Asia Pacific Ltd., India

13. Analytix Systems Pvt. Ltd., India

The Audited Accounts for the same period, of the above Subsidiary Companies have also been incorporated as per relevant regulations in the Consolidated Financial Statements, also being presented.

Financial Performance (Rs. in Million)

Particulars 2010-11 2009-10 2010-11 2009-10 Consolidated

Sales and Operating Revenues 281 317 2,433 2,404

Profit before tax (1,283) (2,960) (1,397) (3,096)

Taxes (59) (1,020) (88) (1,054)

Profit after tax (1,224) (1,941) (1,309) (2,042)

Business

During the year, your Company, on a standalone basis, achieved a Sales and Operating Revenue of Rs.281 million, down from Rs.317 million. The after tax position was a loss of Rs.1,224 million, on Standalone basis.

On a consolidated basis, during the year, your Company together with its above named subsidiaries, achieved a Sales and Operating Revenue of Rs.2,433 million, again up from Rs. 2,404 million of the previous year.

Operations

The last fiscal year has been, perhaps, the most challenging from an operations and business perspective. Given that this Company had been fairly affected by the historic global economic unrest, while the management anticipated most operational challenges and clearly outlined initiatives to negotiate the same. In the past year, our endeavor has also been to improve operating efficiencies, cost control management and continue to optimize head count. This apart, the Company has also focused on launching new product solutions and better its existing product range by releasing new version upgrades. This has helped strengthen our position in the high growth avenues of engineering simulation and scientific analytics.

In the year gone by, the Company has increased its focus on business consolidation improving market impact through our overseas subsidiaries. This initiative has helped us find new grounds in the US markets in the BI segment where the Company has recently opened direct offices of Cube ware. Cranes' ETA, engineering solutions subsidiary has expanded its base in China and helped increase the revenue from this region.

In the effort to improve our balance sheet position and bring the our debts to controllable levels the Company is currently working on restructuring its debts and other liabilities apart from finding ways to bring improved business opportunities and expand service offerings. This has been detailed out in the annexed management discussion and analysis section of this report.

Appropriation

In the absence of distributable profits in the year, the Directors have not recommended dividend for the year 2010-11, in order to conserve cash.

Subsidiary Companies / Joint Ventures.

In terms of Sec 212(1) of the Companies Act, 1956, the Directors' Reports, Profit and Loss Accounts and Balance Sheets of each of the Subsidiary Companies referred to above, are incorporated as per relevant regulations in the Consolidated Financial Statements, also being presented .

In accordance with the Accounting Standard AS-21 on consolidated financial statements, your Directors have pleasure in attaching the Consolidated Financial Statements which form a part of the Annual Report and Accounts.

This along with the Company's results, we believe, present a full view of the state of affairs of the Company.

Remarks of Auditors

In the course of audit of the Accounts, the Statutory auditors have raised comments, observations and qualifications. Their comments in respect of the Company's assumption of "Going Concern" along with the responses of the Board to each are given below :

Auditors Opinion Management Response

The Company has incurred a cash loss of Rs.76.37 Crores for the year under review.

There has been a considerable erosion of staff strength for the year under review.

During the year under review, the Company has posted operational profits. The Company is currently working towards bring down its depreciation values and improving interest levels after negotiations with its lenders which has largely contributed towards the mentioned cash loss.

Such employee reduction was largely on account of environmental reasons explained separately and organizational constraints arising out of liquidity reasons and consequential turmoil. With greater stability and working out arrangements with lenders in the recent months, as explained later it should soon be possible to attract additional needed talent to maintain and improve on operations.

A petition has been filed by the ex-principal supplier of the company 'The Math works Inc.' for Winding up of the company u/s.434 of the Companies Act, 1956 before the High Court of Karnataka for non-payment of dues. The Management has represented that a settlement arrangement has been executed with the Party. We are yet to be shown conclusive evidence of the same, and whether the terms of such settlement are being implemented by the Company, enabling adhere to the same.

An out - of - court settlement has been executed with the principal supplier, payments for the same will now be due.

The petition has been filed by the Trustees of Foreign Currency Convertible Bond holders for winding up of the company u/s 434 of the Companies Act,1956 before the high court of Karnataka for nonpayment of principal and the accrued interest thereon due for redemption in March, 2011. The Management has represented that admission of this matter is currently progressing before the Hon'ble High Court. Meanwhile, the Management also represents that discussions have been initiated with a large number of Bondholders to enable, explore and evolve a mutually acceptable course of action so that matters are not precipitated. Conclusive progress on these actions is yet to be evidenced to us.

The matter has not yet been admitted and is currently sub judice. Meantime, the Company is under active discussions with major Bondholders to enable explore and evolve a mutually acceptable course of action so that matters are not precipitated and to arrive at a negotiated settlement by rephrasing the liability discharge.

The several cases filed u/s.138 of the Negotiable Instruments Act against the Company are in various stages of disposal in the respective Hon'ble Courts .

Some of the 138 cases have been withdrawn after suitable negotiation and payment of settlement amount. With other entities the matter is under active discussion to reach an amicable negotiated phased settlement to meet this liability.

Some Banks and lending institutions have applied to the DRT / Hon'ble Courts, etc for recovery of dues and provisions of SARFAESI have also been invoked against the company. These cases are in various stages of disposal in the respective Hon'ble Courts.

No judgments adverse to the Company has been passed and the Company is in active discussion with all such entities. In some cases, settlements with revised schedule of payments are reached and are under documentation.

The Company has also fighting various legal cases from creditors and employees for non-payment of dues to them. We are told that these cases are in various stages of disposal in the respective Hon'ble Courts.

The Company has considered each of these cases and has negotiated settlements with the aggrieved parties.

The security provided to Banks and other lending institutions is not adequate to cover the amounts outstanding as appearing in the Balance Sheet.

In all cases we are negotiating the outstanding amount and certain cases have been successful in reducing the liability. Hence the Tangible security and the assets are adequate to cover the settled outstanding amounts.

The Book Debts and Trade Advances outstanding for more than one year, and even more are still being regarded as Company's good current assets in the financial statements as at 31/03/2011, and being classified as such in the reports. However, nothing has come to our knowledge to satisfy ourselves of these Current Assets continue to be 'good'. Moreover, we cannot opine that these current assets are good and in this connection we state that no provision for bad and doubtful debts to the extent of Rs. 310.67 Crores and Rs.236.95 Crores on account of the advances has been made in the accounts.

Needed steps to seek and obtain needed approvals under FEMA for extension of time is also being taken. During the year under review certain amounts have been recovered and Steps to recover the remaining dues have been initiated and under progress.

The Company has not carried out the exercise of assessing the value of intangible assets appearing in the books with a view to provide for any impairment.

It is believed that there is no impairment in value and the realizable value is at least equal to the carrying value; any diminution on account of the global economic conditions are not of permanent nature.

The expenses incurred for the purposes of developing different version of software were capitalized and classified as "CAPITAL WORK IN PROGRESS" for preceding financial years are continued without any further development. In the absence of "TECHNICAL CERTIFICATE" about the viability of these versions of software, we are not able to express any favorable opinion on CAPITAL WORK IN PROGRESS.

'Capital Work in Progress' represents the continual development of Intellectual Properties owned by the Company in the form of Intangible Assets. The Company continues to believe in the productive value of its IPs. Bearing this in mind, despite the current circumstances, the organization has continued to improve and released new versions of its flagship products.

The Company has defaulted in discharge of undisputed statutory dues like Provident Fund, ESI, VAT, Income Tax, including Tax deducted at source and Dividend Tax and Service Tax.

Despite the acute liquidity crisis; the Company has discharged considerable amount of these liabilities and has sought time to discharge the remaining liabilities in a phased manner.

Recognition of Deferred Tax asset in respect of the carried forward losses to the extent of Rs.590 Lakhs, in the absence of any reasonable certainty of future taxable income.

With the steps already taken to maintain and grow the business, there is no reason to presume that the Company will not have future taxable income to take advantage of the Deferred Tax Asset. Hence this is recognised.

Non payment of dividend declared in the Annual General meeting held on 29th September 2009 for the FY ending 31st March 2009.

Apart from being caused by the acute liquidity position, this was also postponed as a matter of good order.

Deposits

Your Company has not accepted deposits from the public during the current year.

Directorate

Dr. Rudra Pratap, Dr. Peter Ryser and Mr. Richard Gall retire by rotation in the forthcoming Annual General Meeting. Dr. Rudra Pratap has expressed his intention not to seek re-appointment and the Board places on records its deep appreciation for the services rendered by him during his tenure on the Board.

Conservation of Energy

Even though the operations of your Company are not energy-intensive, adequate measures have been taken to reduce energy consumption by using efficient equipments. Since it is a software products 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.

Research & Development Activities

The Management of your Company is 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 statement giving information as required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is enclosed to this report.

Employees

The particulars of employees as per Section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975 is enclosed.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors hereby confirm that they have:

i. Followed the applicable accounting standards in the preparation of the annual accounts;

ii. Selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for the year under review;

iii. Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and detecting fraud and other irregularities;

iv. Prepared the accounts for the financial year on a 'going concern' basis.

Corporate Governance

A detailed report on Corporate Governance & Management Discussion and Analysis are attached.

The Board members and the Senior Management Personnel have affirmed compliance with the Code of Conduct. Declaration of Confirmation by the Managing Director to this effect is annexed hereto.

Auditors

The auditors of the Company, M/s. S. Janardhan & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for reappointment. The declaration under Section 224(1)(B) of the Companies Act 1956 has been received from them.

Acknowledgement

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from Banks, Financial Institutions, Government, Customers, Suppliers, Business Partners and Shareholders for the year under review.

Your Directors also wish to place on record their appreciation for the contribution made by employees at all levels of the Company, whose committed efforts are a reflection of our results and look forward to their continued support.

for and on behalf of the Board

Bangalore Asif Khader Mueed Khader

September 07, 2011 Managing Director Director

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Mar 31, 2010

The Directors have pleasure in presenting to you the Twenty-fifth Annual Report together with the audited accounts on the business and operations of the Company for the year ended March 31, 2010 by itself and its subsidiaries, viz.

1. Systat Software Inc., USA

2. Cranes Software UK Ltd., (WOS of Systat Software Inc., USA)

3. Cranes Software Inc., USA.

4. Engineering Technology Associates Inc.,USA (WOS of Cranes Software Inc., USA) Engineering Technology Associates (Shangai) Inc.,

5. Dunn Solutions Group Inc., USA (WOS of Cranes Software Inc., USA)

6. Systat Software GmbH, Germany

7. Cubeware GmbH (WOS of Systat Software GmbH), including its WOS in Austria and Switzerland

8. Cranes Software International Pte Ltd., Singapore

9. Tilak Autotech Pvt Ltd., India

10. Proland Software Pvt Ltd., India

11. Caravel Info Systems Pvt Ltd., India

12. Esqube Communciation Solutions Pvt Ltd., India

13. Systat Software Asia Pacific Ltd., India

14. Analytix Systems Pvt Ltd.,India

The Audited Accounts for the same period, of the above Subsidiary Companies have also been incorporated as per relevant regulations in the Consolidated Financial Statements, also being presented.

Financial Performance (Rs. in Million) Particulars 2009-10 2008-09 2009-10 2008-09

Consolidated

Sales and Operating Revenues 317 3,769 2,404 5,289

Profit before tax (2,960) 1,306 (3,096) 1,333

Taxes (1,020) 150 (1,054) 118

Profit after tax (1,941) 1,156 (2,042) 1,215

Business

During the year, your Company, on a standalone basis, achieved a Sales and Operating Revenue of Rs. 317million, down from Rs. 3,769 million The after tax position was a loss of Rs 1,940 million, on Standalone basis

On a consolidated basis, during the year, your Company together with its above named subsidiaries, achieved a Sales and Operating Revenue of Rs. 2,404 million, again down from Rs. 5,289 million of the previous year

Operations

The last year under review had been highly demanding and challenging for your Company both business wise and operationally. Given the historic global economic turmoil experienced over the last couple of years, your Company had to face a fair amount of turmoil in its business.

During the year under review, there was considerable turmoil in the Company consequent upon severe liquidity crisis. As a result there was large scale manpower turnover as well. The liquidity crisis was further exacerbated by stances taken by Banks / Financial Institutions, other lenders, Service Providers et al. Pursuant to the stances taken by some Lenders, it was, as a matter of good order also, decided to pend disbursement of dividends declared by the shareholders in the Twenty-fourth Annual General Meeting of the Company held on September 29, 2009.The Board regrets having had to resort to such severe measures.

Appropriation

In the absence of distributable profits in the year, the Directors have not recommended dividend for the year 2009-10, in order to conserve cash.

Subsidiary Companies / Joint Ventures.

In terms of Sec 212(1) of the Companies Act, 1956, the Directors Reports, Profit and Loss Accounts and Balance Sheets of each of the Subsidiary Companies referred to above, are attached.

In accordance with the Accounting Standard AS-21 on consolidated financial statements, your Directors also have pleasure in attaching the Consolidated Financial Statements which form a part of the Annual Report and Accounts.

There along with the Companys results, we believe, present a full view of the state of affairs of the Company.

Deposits

Your Company has not accepted deposits from the public during the current year.

Directorate

Ms. Manju Bansal and Mr. Ron Brown retire by rotation in the forthcoming Annual General Meeting. Both have expressed their intention not to seek re-appointment. and the Board places on record their deep appreciation for the services, rendered by them during their tenure on the Board.

Conservation of Energy

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 products 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.

Research & Development Activities

The Management of your Company is 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 statement giving information as required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is enclosed to this report.

Foreign Exchange Earnings and Outgo

Foreign exchange earned (FOB) during 2009-10 is Rs. 136 million and foreign exchange outgo is Rs. 186 million during the year .

Employees

The statement giving particulars of employees as per Section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975 is enclosed.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors hereby confirm that they have:

i. Followed the applicable accounting standards in the preparation of the annual accounts;

ii. Selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the loss of the Company for the year under review;

iii. Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and detecting fraud and other irregularities;

iv. Prepared the accounts for the financial year on a going concern basis.

Corporate Governance

A detailed report on Corporate Governance is attached.

The Board members and the Senior Management Personnel have affirmed compliance with the Code of Conduct. Declaration of Confirmation by the Managing Director to this effect is annexed hereto.

Auditors

The auditors of the Company, Messrs. S.Janardhan & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for reappointment.

Acknowledgement

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from Banks, Financial Institutions, Government, Customers, Suppliers, Business Partners and Shareholders for the year under review.

Your Directors also wish to place on record their appreciation for the Contribution made by employees at all levels of the Company and look forward to their continued support.

for and on behalf of the Board

Bangalore Asif Khader Mukkaram Jan Mueed Khader

September 30, 2010 Managing Director Director Director