Directors Report of Cura Technologies Ltd.

Mar 31, 2024

We have pleasure in presenting the 33^rd Directors’ Report on the Business and Operations of
the Company together with the audited Financial Statements for the year ended 31^st March,
2024.

1. CHANGE IN MANAGEMENT ETC PURSUANT TO THE RESOLUTION PLAN
APPROVED BY THE HON’BLE NCLT, HYDERABAD BENCH VIDE ITS ORDERS
DATED 14.09.2023:

The Hon’ble National Company Law Tribunal (“NCLT”), Hyderabad Bench, vide Order
dated 16.03.2022 (“Insolvency Commencement Order”) had initiated Corporate Insolvency
Resolution Process (“CIRP”) against the Company, based on the petition filed by the
Financial Creditor under Section 7 of the Insolvency and Bankruptcy Code, 2016 (“the Code”)
and has approved the Resolution Plan vide its Orders dated 14.09.2023.

The Company has completed the following corporate actions, as envisaged in the
approved Resolution Plan during the year under review:

a. Change of management and constitution of new Board of directors to administer the affairs
of the Company.

b. Altered the Object Clause of the MOA, to carrying out the business objects of IT and IT
enabled services and solutions, manpower recruitment into government and private sector all
over India and abroad, healthcare, acquisition of similar industry companies for inorganic
growth.

c. Shifting of Registered office within the state of Telangana.

d. Reduction of 100% (Hundred Percent) of the total paid-up equity share capital held by the
promoters of the Company comprising of 27,48,640(Twenty-Seven Lakhs Forty Eight
Thousand Six Hundred and Forty) equity shares.

e. Reduction of 95% (Ninety Five Percent) of the total paid-up equity share capital held by the
non-promoters of the Company comprising of 68,05,960 (Sixty Eight Lakhs Five Thousand
Nine Hundred and Sixty) equity shares have become 3,40,298 (Three Lakh Forty Thousand
Two Hundred and Ninety Eight) equity shares.

The fractional entitlements if any, shall be aggregated and held by the trust, nominated by the
Board on that behalf, who shall sell such shares in the market at such price and distribute the
net sale proceeds to the said shareholders in proportion to their holding.

f. Allotment of 16,09,702 equity shares of Rs. 10/- each to resolution applicant and other
strategic investors.

2. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company during the year has been as under:

(Rs.in lakhs)

Particulars	2023-2024 Standalone 2022-2023
Revenue from Operations	--	--
Other Income (Including Exceptional Items)	--	--
Total Expenses	94.08	0.35
Profit Before Tax	(94.08)	(0.35)
Less: Provision for Taxation	--	--
Profit / (Loss) After Tax	(94.08)	(0.35)
Other Comprehensive Income	--	--
Total Comprehensive Income	(94.08)	(0.35)
Earning per Equity Share Basic Diluted (in Rs.)	(4.825) (4.825)	(0.004) (0.004)

3. REVIEW OF OPERATIONS:

During the Year under the review, there were no Operations in the Company and has incurred
a net loss of Rs. 94.08Lakhs as against the Nil income and net loss of Rs. 0.35 Lakhs in the
previous financial year ending 31.03.2024.

4. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on Company’s affairs and related aspects is provided under Management
Discussion and Analysis report, which has been prepared, inter-alia, in compliance with
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015
and forms part of this Report.

5. RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not
proposed to transfer any amount to general reserves account of the company during the year
under review.

The closing balance of reserves, including retained earnings, of the Company as at March,31^st
2024 is Rs. (136.87) Lakhs.

6. DIVIDEND:

As the Company recently in September, 2023 came out of “Corporate Insolvency and
Resolution Process (CIRP)”and in the absence of profit, your directors are unable to declare
any dividend for the financial year 2023-2024.

7. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

Pursuant to the Hon’ble NCLT Order, Hyderabad Bench dated 14.09.2023, the Company has
altered the Main object of the Company to carry out the business objects of the Corporate Debtor,
the business objects of IT and IT enabled services and solutions, manpower recruitment into
government and private sector all over India and abroad, healthcare, acquisition of similar industry
companies for inorganic growth. The Company is yet to carry the Operations.

8. MATERIAL CHANGES AND COMMITMENTS:

The Hon’ble National Company Law Tribunal (“NCLT”), Hyderabad Bench, vide Order
dated 16.03.2022 (“Insolvency Commencement Order”) had initiated Corporate Insolvency
Resolution Process (“CIRP”) based on petition filed by the Financial Creditor under Section 7
of the Insolvency and Bankruptcy Code, 2016 (“the Code”) had appointed Mr. Maligi
Madhusudhana Reddy as Resolution professional of the Company to manage affairs of the
Company in accordance with the provisions of the Code.

The following are the material changes having impact on the financial position of the
Company are as follows:

a. Change of management and constitution of new Board of directors to administer the affairs
of the Company.

b. Altered the Object Clause of the MOA, to carrying out the business objects of IT and IT
enabled services and solutions, manpower recruitment into government and private sector all
over India and abroad, healthcare, acquisition of similar industry companies for inorganic
growth.

c. Reduction of 100% (Hundred Percent) of the total paid-up equity share capital held by the
promoters of the Company comprising of 27,48,640 (Twenty-Seven Lakhs FortyEight
Thousand Six Hundred and Forty) equity shares.

d. Reduction of 95% (Ninety Five Percent) of the total paid-up equity share capital held by the
non-promoters of the Company comprising of 68,05,960 (Sixty Eight Lakhs Five Thousand
Nine Hundred and Sixty) equity shares have become 3,40,298 (Three Lakh Forty Thousand
Two Hundred and Ninety Eight) equity shares.

The fractional entitlements if any, shall be aggregated and held by the trust, nominated by the
Board on that behalf, who shall sell such shares in the market at such price and distribute the
net sale proceeds to the said shareholders in proportion to their holding.

f. Allotment of 16,09,702 equity shares of Rs. 10/- each to resolution applicant and other
strategic investors.

Except the above no other material changes and commitments affecting the financial position
of the Company which have occurred during the end of the Financial Year of the Company to
which the financial statements relate and the date of the report

9. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

10. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY:

The Company was admitted into Corporate Insolvency Resolution Process (“CIRP”). The
Hon’ble National Company Law Tribunal (“NCLT”), Hyderabad Bench, vide Order dated
16.03.2022 (“Insolvency Commencement Order”) had initiated Corporate Insolvency
Resolution Process (“CIRP”) against the Company, based on the petition filed by the

Financial Creditor under Section 7 of the Insolvency and Bankruptcy Code, 2016 (“the Code”)
and has approved the Resolution Plan vide its Orders dated 14.09.2023.

a. Reduction of Capital:

a) Reduction and extinguishment of existing Promoters holding to the extent of 100%:

The Holding of erstwhile promoters is reduced by 100%. As a result, the erstwhile promoters
shareholding of 27,48,640 shares have become zero

b) Reduction and extinguishment of non-promoters holding to the extent of 95%:

The Holding of non-promoters is reduced by 95%. As a result, the existing public
shareholding of 68,05,960 shares have become 3,40,298 equity shares

b. Capital infusion into the Company and allotment of equity:

The Resolution Applicant along with strategic investors have infused an amount of
Rs. 1,60,97,020/- in the manner set out in the Resolution Plan and the allotment of 16,09,702
Equity Shares of Rs.10/- was made on 22.02.2024.

Further, pursuant to the said Order, the Board of Directors in its meeting held on 22.02.2024
has approved the allotment of 16,09,702 equity shares of Rs. 10/- each to resolution applicant
and other strategic investors pursuant to the approved resolution plan.

Therefore, pursuant to the above, as on date the Authorised share capital of the Company as
on 31.03.2024 is Rs. 10,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each and
subscribed and paid up capital of the Company is Rs. 1,95,00,000/- divided into 19,50,000
Equity shares of Rs.10/- each.

11. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF
DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

a.) Appointments:

Pursuant to the Orders dated 14.09.2023 of Hon’ble NCLT, Hyderabad Bench, following
appointments have taken place during the year:

S. No	Name of the Director/KMP/ Officer	Designation	Date of Appointment
1	Ms. Sanjana Lagumavarapu	Managing Director	06.10.2023
2	Mr. Sangareddypeta Saikiran	CFO	06.10.2023
3	Mr. Sangareddypeta Saikiran	Whole-Time Director	14.10.2023
4	Ms. Priyanka Agarwal	Independent Director	14.10.2023
5	Mr. Prabhakar Reddy Palakolanu	Independent Director	14.10.2023
6	Mr. KancharlaRajasekhara Reddy	Independent Director	26.03.2024
7	Mr. Nitesh Kumar Sharma	Company Secretary and Compliance Officer	03.10.2023

b.) Resignations:

Pursuant to the Orders dated 14.09.2023 of Hon’ble NCLT, Hyderabad Bench, following
Directors have been deemed as resigned during the year:

S. No	Name of the Director/KMP/ Officer	Designation	Date of Resignation
1	Ms. LalithaGudimetla	Independent Director	14.09.2023 (Deemed Resignation)
2	Mr. Bala Reddy Gopu	Managing Director	14.09.2023 (Deemed Resignation)
3	Mr. Telukutla Srinivasa Rao	Independent Director	14.09.2023 (Deemed Resignation)

c) Information u/r 36(3) of SEBI (LODR), Regulations, 2015:

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief
particulars of the Directors seeking appointment/re-appointment are given as Annexure A to
the notice of the AGM forming part of this Annual Report.

12. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with both the criteria of independence as prescribed under sub¬
section (6) of Section 149 of the Companies Act, 2013 and under Reg.16(1)(b) read with Reg.
25 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules,
2014, all the PIDs of the Company have registered themselves with the India Institute of
Corporate Affairs (IICA), Manesar and have included their names in the databank of
Independent Directors within the statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of
the Act and the Company’s Code of Conduct. In terms of Reg. 25(8) of SEBI (Listing
Obligations and Disclosure Requirements), Regulations 2015, the Independent Directors have
confirmed that they are not aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties with
an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board of Directors and
Committee(s).

13. BOARD MEETINGS:

The Company was suspended and was admitted in IBC proceedings on 16.03.2022 and came
out of the same on 14.09.2023 vide Orders of the Hon’ble NCLT Hyderabad Bench dated
14.09.2023 and till then the Board was Suspended.

However, after the end of IBC proceedings the Company, the Board of Directors duly met five
(05) times during the financial year from 1st April 2023 to 31st March 2024. The dates on
which the meetings were held are 16.10.2023, 22.01.2024, 13.02.2024, 22.02.2024 and
26.03.2024.

14. BOARD EVALUATION:

The Board of the Company was suspended because of Corporate Insolvency & Resolution
Process; hence no such formal Board evaluation was done during the year. Further, to comply
with Regulation 25(4) of SEBI(LODR) Regulations, a separate meeting of Independent
Directors to evaluate the performance evaluation of the Chairman, the Non-Independent
Directors, the Board and flow of information from management could not be held as the
erstwhile Board of Directors were suspended by the order of the Hon’ble NCLT.

15. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN
TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE
AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT &
REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197(12) of the
Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is appended as Annexure IV (a) to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and
the name of every employee is annexed to this Annual report as Annexure IV (b).

During the year, NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and
above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified
under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

16. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013 and
on the basis of explanation given by the executives of the Company and subject to disclosures
in the Annual Accounts of the Company from time to time, we state as under:

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

2. That the Directors have selected such accounting policies and applied them consistently
and made judgment 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 or loss of the Company for that period;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts on a going concern basis:

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

6. That the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.

17. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. The Company maintains appropriate system of
internal control, including monitoring procedures, to ensure that all assets are safeguarded
against loss from unauthorized use or disposition. Company policies, guidelines and
procedures provide for adequate checks and balances, and are meant to ensure that all
transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed
for inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the Management
Discussion and Analysis Report which is appended as Annexure III and forms part of this
Report.

18. NO FRAUDS REPORTED BY STATUTORY AUDITORS:

During the Financial Year 2023-24, the Auditors have not reported any matter under section
143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under
section 134(3) (ca) of the Companies Act, 2013.

19. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE
YEAR:

During the year under review, no Company has become or ceased to become its subsidiary,
joint venture or associate Company.

20. DETAILS RELATING TO DEPOSITS:

The Company has not accepted any public deposits during the Financial Year ended March
31, 2024 and as such, no amount of principal or interest on public deposits was outstanding as
on the date of the balance sheet.

21. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF
THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31,
2024, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019
amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to
file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding
receipt of money/loan by the Company, which is not considered as deposits.

The Company has complied with this requirement within the prescribed timelines.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given loans, Guarantees or made any investments attracting the
provision of Section 186 of the Companies Act, 2013 during the year under review.

23. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has
adopted a procedure for assessment and minimization of probable risks. It ensures that all the
risks are timely defined and mitigated in accordance with the well-structured risk management
process.

24. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with
the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or
unclaimed for a period of seven years from the due date is required to be transferred to the
Investor Education and Protection Fund (“IEPF”), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years
and therefore no amount is required to be transferred to Investor Education and Provident
Fund under the Section 125(1) and Section 125(2) of the Act.

25. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the
relevant circulars and amendments thereto, the amount of dividend remaining unpaid or
unclaimed for a period of seven years from the due date is required to be transferred to the
Investor Education and Protection Fund (“IEPF”), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years
and therefore no amount is required to be transferred to Investor Education and Provident
Fund under the Section 125(1) and Section 125(2) of the Act.

26. RELATED PARTY TRANSACTIONS:

Our Company has formulated a policy on related party transactions. This policy deals with the
review and approval of related party transactions.

All related party transactions that were entered into during the financial year were on arm’s
length basis and were in the ordinary course of business. There were no material significant
related party transactions made by the Company with the Promoters, Directors, Key
Managerial Personnel or the Senior Management which may have a potential conflict with the
interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of
the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure II
which

forms part of this Report.

All related party transactions were placed before the Audit Committee/Board for approval.
Prior approval of the Audit Committee was obtained for the transactions which are foreseen
and are in repetitive in nature. Members may refer to the financial statements which sets out
related party disclosures pursuant to IND AS-24.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE OUTGO:

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, is
provided hereunder:

A. Conservation of Energy:

Your Company’s operations are not energy intensive. Adequate measures have been taken to
conserve energy wherever possible by using energy efficient computers and purchase of
energy efficient equipment.

B. Research & Development and Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

28. COMMITTEES:

(I). Terms of reference of Audit committee covers all the matters prescribed under Regulation
18 of the Listing Regulations and Section 177 of the Act, 2013.

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The terms of reference of the Audit Committee encompasses the requirements of Section 177
of Companies Act, 2013 and as per Regulation 18 of SEBI (LODR) Regulations, 2015 and,
inter alia, includes:

i. Oversight of the listed entity’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

ii. Recommendation for appointment, remuneration and terms of appointment of auditors of
the listed entity;

iii. Approval of payment to statutory auditors for any other services rendered by the statutory
auditors;

iv. Reviewing, with the management, the annual financial statements and auditor''s report
thereon before submission to the board for approval, with particular reference to:

a. Matters required to be included in the director’s responsibility statement to be included
in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by
management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions;

g. Modified opinion(s) in the draft audit report;

v. Reviewing, with the management, the quarterly financial statements before submission to
the board for approval;

vi. Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds
utilized for purposes other than those stated in the offer document / prospectus / notice and
the report submitted by the monitoring agency monitoring the utilisation of proceeds of a
380[public issue or rights issue or preferential issue or qualified institutions placement],
and making appropriate recommendations to the board to take up steps in this matter;

vii. Reviewing and monitoring the auditor’s independence and performance, and effectiveness

of audit process;

viii. Approval or any subsequent modification of transactions of the listed entity with related
parties;

ix. Scrutiny of inter-corporate loans and investments;

x. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

xi. Evaluation of internal financial controls and risk management systems;

xii. Reviewing, with the management, performance of statutory and internal auditors, adequacy
of the internal control systems;

xiii. Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit;

xiv. Discussion with internal auditors of any significant findings and follow up there on;

xv. Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the board;

xvi. Discussion with statutory auditors before the audit commences, about the nature and scope
of audit as well as post-audit discussion to ascertain any area of concern;

xvii. To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;

xviii. To review the functioning of the whistle blower mechanism;

xix. Approval of appointment of chief financial officer after assessing the qualifications,
experience and background, etc. of the candidate;

xx. Carrying out any other function as is mentioned in the terms of reference of the audit
committee.

xxi. Reviewing the utilization of loans and/ or advances from/investment by the holding
company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / advances / investments existing as
on the date of coming into force of this provision.

xxii. Consider and comment on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholders.

xxiii. Carrying out any other function as may be referred to the Committee by the Board.

xxiv. Authority to review / investigate into any matter covered by Section 177 of the Companies
Act, 2013 and matters specified in Part C of Schedule II of the Listing Regulations.

B. THE AUDIT COMMITTEE SHALL MANDATORILY REVIEW THE
FOLLOWING INFORMATION:

i. Management discussion and analysis of financial condition and results of operations;

ii. Management letters / letters of internal control weaknesses issued by the statutory auditors;

iii. Internal audit reports relating to internal control weaknesses; and

iv. The appointment, removal and terms of remuneration of the chief internal auditor shall be
subject to review by the audit committee.

v. Statement of deviations:

• Quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

• Annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).

C. COMPOSITION, MEETINGS & ATTENDANCE:

Pursuant to the implementation of the Resolution Plan as approved by the Hon''ble National
Company Law Tribunal, Hyderabad Bench (approved Resolution Plan) vide its Order dated
14.09.2023, the Audit Committee duly met Two (02) times during the financial year from 1st
April 2023 to 31st March 2024. The Audit Committee was constituted on 16.10.2024. The
date on which the meetings were held are 22.01.2024 and 13.02.2024.

Name	Designation	category	No. of Meetings	No. of meetings
			held during the	attended
			tenure

*Mr. Prabhakar Reddy Palakolanu	Chairperson	NED (I)	2	2
@Ms. Priyanka Agarwal	Member	NED (I)	2	2
*Mr. Sangareddypeta Saikiran	Member	ED	2	2
#Mr. Kancharla Rajasekhara Reddy	Member	NED (I)

* appointed w.e.f.16.10.2023

@appointed w.e.f.16.10.2023 and ceased as member on 26.03.2024

# appointed w.e.f. 26.03.2024

NED (I): Non-Executive Independent director

NED: Non-Executive director

During the year, all recommendations of Audit Committee were approved by the Board of

Directors.

(II). NOMINATION AND REMUNERATION COMMITTEE

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE

i. Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the board of directors a policy relating to, the
remuneration of the directors, key managerial personnel and other employees;

ii. For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board and
on the basis of such evaluation, prepare a description of the role and capabilities required of
an independent director. The person recommended to the Board for appointment as an
independent director shall have the capabilities identified in such description. For the
purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity;
and

c. consider the time commitments of the candidates.

iii. Formulation of criteria for evaluation of performance of independent directors and the
board of directors;

iv. Devising a policy on diversity of board of directors;

v. Identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down, and recommend to the board
of directors their appointment and removal.

vi. Whether to extend or continue the term of appointment of the independent director, on the
basis of the report of performance evaluation of independent directors.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE
DURING THE YEAR:

Pursuant to the implementation of the Resolution Plan as approved by the Hon''ble National
Company Law Tribunal, Hyderabad Bench (approved Resolution Plan) vide its Order dated
14.09.2023, the Nomination and Remuneration Committee duly met one (01) time during the
financial year from 1st April 2023 to 31st March 2024. The Nomination and Remuneration
Committee constituted on 16.10.2023. The date on which the meeting was held is 26.03.2024.

Name	Designation	category	No. of Meetings held during the tenure	No. of meetings attended
#Mr. Kancharla Rajasekhara Reddy	Chairperson	NED (I)	--	--
*Ms. Priyanka Agarwal	Member	NED (I)	1	1
@Mr. SangareddypetaSaikiran	Member	ED	1	1
*Mr. Prabhakar Reddy Palakolanu	Member	NED (I)	1	1

* appointed w.e.f 14.10.2023

@appointed w.e.f 14.10.2023 and later resigned on 26.03.2024
#appointed w.e.f 26.03.2024

NED (I): Non-Executive Independent director
NED: Non-Executive director

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’
INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for
identifying persons who are qualified to become Directors and to determine the independence
of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 “Director” means a director appointed to the Board of a Company.

2.2 “Nomination and Remuneration Committee means the committee constituted in
accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2.3 “Independent Director” means a Director referred to in sub-Section (6) of Section 149 of
the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

3. Policy:

3.1 Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual
basis, appropriate skills, knowledge and experience required of the Board as a whole and its
individual members. The objective is to have a board with diverse background and experience
that are relevant for the Company’s operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take
into account factors, such as:

• General understanding of the Company’s business dynamics, global business and social
perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and energy in carrying out their duties and
responsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the companies Act, 2013;

• shall Endeavour to attend all Board Meeting and Wherever he is appointed as a
Committee Member, the Committee Meeting;

• shall abide by the code of Conduct established by the Company for Directors and senior
Management personnel;

• shall disclose his concern or interest in any Company or companies or bodies corporate,
firms, or other association of individuals including his shareholding at the first meeting of
the Board in every financial year and thereafter whenever there is a change in the
disclosures already made;

• Such other requirements as any prescribed, from time to time, under the Companies Act,
2013, Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the
objective of having a group that best enables the success of the Company’s business.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors
at time of appointment/ re-appointment and the Board shall assess the same annually. The
Board shall re-assess determinations of independence when any new interest or relationships
are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down in
Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

An independent Director in relation to a Company, means a director other than a managing
Director or a whole-time Director or a nominee Director

i. who, in the opinion of the board of directors, is a person of integrity and possesses
relevant expertise and experience;

ii. who is or was not a promoter of the listed entity or its holding, subsidiary or associate
company[or member of the promoter group of the listed entity];

iii. who is not related to promoters or directors in the listed entity, its holding, subsidiary or

associate company;

iv. who, apart from receiving director''s remuneration, has or had no material pecuniary
relationship with the listed entity, its holding, subsidiary or associate company, or their
promoters, or directors, during the three immediately preceding financial years or during the current
financial year;

v. none of whose relatives—

a. is holding securities of or interest in the listed entity, its holding, subsidiary or
associate company during the three immediately preceding financial years or during
the current financial year of face value in excess of fifty lakh rupees or two percent of
the paid-up capital of the listed entity, its holding, subsidiary or associate company,
respectively, or such higher sum as may be specified;

b. is indebted to the listed entity, its holding, subsidiary or associate company or their
promoters or directors, in excess of such amount as may be specified during the three
immediately preceding financial years or during the current financial year;

c. has given a guarantee or provided any security in connection with the indebtedness of
any third person to the listed entity, its holding, subsidiary or associate company or
their promoters or directors, for such amount as may be specified during the three
immediately preceding financial years or during the current financial year; or

d. has any other pecuniary transaction or relationship with the listed entity, its holding,
subsidiary or associate company amounting to two percent or more of its gross
turnover or total income: Provided that the pecuniary relationship or transaction with
the listed entity, its holding, subsidiary or associate company or their promoters, or
directors in relation to points (A) to (D) above shall not exceed two percent of its
gross turnover or total income or fifty lakh rupees or such higher amount as may be
specified from time to time, whichever is lower.]

vi. who, neither himself [“/herself], nor whose relative(s) —

a. holds or has held the position of a key managerial personnel or is or has been an
employee of the listed entity or its holding, subsidiary or associate company [or any
company belonging to the promoter group of the listed entity,] in any of the three
financial years immediately preceding the financial year in which he is proposed to be
appointed:

[Provided that in case of a relative, who is an employee other than key managerial
personnel, the restriction under this clause shall not apply for his / her employment.]

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

(i) a firm of auditors or company secretaries in practice or cost auditors of the listed entity
or its holding, subsidiary or associate company; or

(ii) any legal or a consulting firm that has or had any transaction with the listed entity, its

holding, subsidiary or associate company amounting to ten per cent or more of the
gross turnover of such firm;

c. holds together with his relatives two per cent or more of the total voting power of the
listed entity; or

d. is a chief executive or director, by whatever name called, of any non-profit organisation that
receives twenty-five per cent or more of its receipts or corpus from the listed entity, any of
its promoters, directors or its holding, subsidiary or associate company or that holdstwo per
cent or more of the total voting power of the listed entity;

e. is a material supplier, service provider or customer or a lessor or lessee of the listed entity;

vii. who is not less than 21 years of age.

viii. who is not a non-independent director of another company on the board of which any non¬
independent director of the listed entity is an independent director:

3.2.3 The independent Director shall abide by the “code for independent Directors “as
specified in Schedule IV to the companies Act, 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to
contribute to effective Board performance Accordingly, members should voluntarily limit
their Directorships in other listed public limited companies in such a way that it does not
interfere with their role as Director of the Company. The NR Committee shall take into
account the nature of, and the time involved in a Director service on other Boards, in
evaluating the suitability of the individual Director and making its recommendations to the
Board.

3.3.2 A Director shall not serve as Director in more than 20 companies of which not more than
10 shall be public limited companies.

3.3.3 A Director shall not serve as an independent Director in more than 7 listed companies
and not more than 3 listed companies in case he is serving as a whole-time Director in any
listed Company.

3.3.4 A Director shall not be a member in more than 10 committee or act as chairman of more
than 5 committee across all companies in which he holds Directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder’s
relationship committee of all public limited companies, whether listed or not, shall be included

and all other companies including private limited companies, foreign companies and
companies under Section 8 of the companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees:

The objectives of the remuneration policy are to motivate Directors to excel in their
performance, recognize their contribution and retain talent in the organization and reward
merit.

The remuneration levels are governed by industry pattern, qualifications and experience
of the Directors, responsibilities shouldered and individual performance.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

0.1 This policy sets out the guiding principles for the Nomination and Remuneration
committee for recommending to the Board the remuneration of the Directors, key managerial
personnel and other employees of the Company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 “Director” means a Director appointed to the Board of the Company.

2.2 “key managerial personnel” means

(i) The Chief Executive Officer or the managing Director or the manager;

(ii) The Company Secretary;

(iii) The Whole-time Director;

(iv) The Chief Financial Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 “Nomination and Remuneration committee” means the committee constituted by Board in
accordance with the provisions of Section 178 of the companies Act, 2013, clause 49 of the
Equity Listing Agreement and Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR)

The Board on the recommendation of the NR committee shall also review and approve the remuneratioi
payable to the key managerial personnel of the Company.

3.1.2 The remuneration structure to the Executive Director and key managerial personnel shall
include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.3 The Annual plan and Objectives for Executive committee shall be reviewed by the NR
committee and Annual performance bonus will be approved by the committee based on the
achievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the
remuneration payable to the Non - Executive Directors of the Company within the overall
limits approved by the shareholders as per the provisions of the Companies Act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the
Board and the Committees thereof. The Non- Executive Directors shall also be entitled to
profit related commission in addition to the sitting fees.

3.3. Remuneration to other employees

1.3.1. Employees shall be assigned grades according to their qualifications and work
experience, competencies as well as their roles and responsibilities in the organization.
Individual remuneration shall be determined within the appropriate grade and shall be
based on various factors such as job profile skill sets, seniority, experience and

prevailing remuneration levels for equivalent jobs.

OTHER DIRECTORSHIPS/ COMMITTEE MEMBERSHIPS:

5.1 The Board members are expected to have adequate time and expertise and experience to
contribute to effective Board performance. Accordingly, members should voluntarily limit
their directorships in other listed public limited companies in such a way that it does not
interfere with their role as director of the company. The NR Committee shall take into account
the nature of and the time involved in a director’s service on other Boards, in evaluating the suitability
of the individual Director and making its recommendations to the Board.

5.2 Director shall not serve as director in more than 20 companies of which not more than 10
shall be public limited companies.

5.3 Director shall not serve as an independent Director in more than 7 listed companies and
not more than 3 listed companies in case he is serving as a whole-time Director in any listed
company.

5.4 Director shall not be a member in more than 10 committees or act as chairman of more
than 5 committees across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder’s
relationship committee of all public limited companies, whether listed or not, shall be included
and all other companies including private limited companies, foreign companies and
companies under section 8 of the companies Act, 2013 shall be excluded.

(III). STAKEHOLDERS RELATIONSHIP COMMITTEE

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The Committee’s role includes:

i. Resolving the grievances of the security holders of the Company including complaints
related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared
dividends, issue of new/duplicate certificates, general meetings etc;

ii. Review of measures taken for effective exercise of voting rights by shareholders;

iii. Review of adherence to the service standards adopted by the Company in respect of
various services being rendered by the Registrar & Share Transfer Agent;

iv. Review of the various measures and initiatives taken by the Company for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the company;

v. Such other matter as may be specified by the Board from time to time.

vi. Authority to review / investigate into any matter covered by Section 178 of the Companies
Act, 2013 and matters specified in Part D of Schedule II of the Listing Regulations.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE
DURING THE YEAR:

Pursuant to the implementation of the Resolution Plan as approved by the Hon''ble National
Company Law Tribunal, Hyderabad Bench (approved Resolution Plan) vide its Order dated
14.09.2023, the Stakeholders Relationship Committee duly met one (01) time during the
financial year from 1st April 2023 to 31st March 2024. The Stakeholders Relationship
Committee constituted on 16.10.2023. The date on which the 1^st meeting was held is1
3.02.2024.

Name	Designation	category	No. of Meetings held during the tenure	No. of meetings attended
#Mr. Kancharla Rajasekhara Reddy	Chairperson	NED (I)
*Mr. Prabhakar Reddy Palakolanu	Member	NED (I)	1	1
*Mr. Sangareddypeta Saikiran	Member	ED	1	1
@Ms. Priyanka Agarwal	Member	NED (I)	1	1

* appointed w.e.f 16.10.2023
#appointed w.e.f26.03.2024

@ appointed w.e.f 16.10.2023 and ceased as member w.e.f 26.03.2024

NED (I): Non-Executive Independent director
ED: Executive director
NED: Non-Executive director

C. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND
PENDING DURING THE YEAR 2023-24:

NUMBER OF COMPLAINTS	NUMBER
Number of complaints received from the investors comprising non-receipt of securities sent for transfer and transmission, complaints received from SEBI / Registrar of Companies / Bombay Stock Exchange / National Stock Exchange / SCORE and so on	NIL
Number of complaints resolved	NIL
Number of complaints not resolved to the satisfaction of the investors as on March 31, 2024.	NIL
Complaints pending as on March 31, 2024.	NIL
Number of Share transfers pending for approval, as on March 31, 2024.	NIL

29. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

Since your Company does not have net worth of Rs. 500 Crores or more or turnover of Rs.
1000 Crores or more or a net profit of Rs. 5 Crores or more during the financial year, section
135 of the Companies Act, 2013relating to Corporate Social Responsibility is not applicable
and hence the Company need not adopt any Corporate Social Responsibility Policy.

30. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to Reg. 22
of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and Section
177(10) of the Companies Act 2013, enabling stakeholders to report any concern of unethical
behaviour, suspected fraud or violation.

The said policy inter-alia provides safeguard against victimization of the Whistle Blower.
Stakeholders including directors and employees have access to the Vice Chairman and
Managing Director and Chairperson of the Audit Committee.

During the year under review, no stakeholder was denied access to the Chairperson of the
Audit Committee.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS:

The Hon’ble National Company Law Tribunal (“NCLT”), Hyderabad Bench, vide Order
dated 16.03.2022 (“Insolvency Commencement Order”) had initiated Corporate Insolvency
Resolution Process (“CIRP”) based on petition filed by the Financial Creditor under Section 7
of the Insolvency and Bankruptcy Code, 2016 (“the Code”) and appointed Mr. Maligi
Madhusudhana Reddy as Resolution Professional.

Subsequently, the RP has also received claims from the Financial Creditor. As a result,
another CoC was re-constituted on 27.05.2022.

In the 4th CoC held on 10.08.2022, the resolution plans were approved and those were to be
considered in the 5th CoC meeting to be held on 24.08.2022. The CoC approved the
resolution plan submitted by Mr. S.S.R.R.MohanBabu with 100% voting share.

Due to BSE Ltd and Union Bank of India claims, Resolution applicant has filed a revised list
of claims and further revised distribution schedule. Consequently, the resolution plan was
approved by Hon’ble NCLT Vide orders dated 14.09.2023

32. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

Statutory Auditors:

The members of the company approved the appointment of M/s. Pundarikashyam and
Associates, Chartered Accountants as Statutory Auditors of the company for the term of five
years from 01.04.2019 to 31.03.2024upto conclusion of 33^rdAnnual General meeting to be
held for financial year 2023-24 and is eligible for reappointment.

The Board in its meeting held on 13.08.2024 proposed to reappoint M/s. Pundarikashyam and
Associates., as Statutory Auditors for the period of 5 years from the conclusion of ensuing
AGM for FY 2023-24 till the conclusion of Annual General Meeting to be held for the FY
2028-29.

The Auditors’ Report for fiscal 2024 does not contain any qualification, reservation or adverse
remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report.
The Company has received audit report with unmodified opinion for both Standalone and
Consolidated audited financial results of the Company for the Financial Year ended March 31,
2024 from the statutory auditors of the Company. The Auditors have confirmed that they have
subjected themselves to the peer review process of Institute of Chartered Accountants of India
(ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

33. INTERNAL AUDITOR:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules,
2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its
Powers) Rules, 2014; during the year under review the Internal Audit of the functions and
activities of the Company was undertaken by the Internal Auditor of the Company on
quarterly basis by M/s. MGS Reddy & Co, Chartered Accountants Internal Auditors of the
Company.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant
Audit Observations along with recommendations and its implementations are reviewed by the
Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks
or qualification on accounts of the Company from the Internal Auditor.

M/s. MGS Reddy & Co, Chartered Accountants again reappointed as Internal Auditors of the
Company for the FY 2024-25.

34. SECRETARIAL AUDITOR:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of
the Audit Committee, the Board of Directors had appointed M/s. Manoj Parakh & Associates,
Practicing Company Secretaries (CP No. 8957) as the Secretarial Auditor of the Company, for
conducting the Secretarial Audit for financial year ended March 31, 2024.

The Secretarial Audit was carried out by M/s. Manoj Parakh & Associates, Company
Secretaries (CP No. 8957) for the financial year ended March 31, 2024. The Report given by
the Secretarial Auditor is annexed herewith as Annexure- I and forms integral part of this
Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.

35. SECRETRIAL STANDARDS:

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has
complied with the applicable provisions of the Secretarial Standards issued by the Institute of

Company Secretaries of India and notified by Ministry of Corporate Affairs.

36. DECALARATION BY THE COMPANY:

The Company has issued a certificate to its Directors, confirming that it has not made any
default under Section 164(2) of the Act, as on March 31, 2024.

37. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the Companies Act,
2013, the Board of Directors upon recommendation of the Nomination and Remuneration
Committee approved a policy on Director’s appointment and remuneration, including,
criteria for determining qualifications, positive attributes, independence of a Director and
other matters.

38. 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 annual return is uploaded on
website of the Company curatechnologies.in

39. DISCLOSURE ABOUT COST AUDIT:

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

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated under
Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as
Annexure- III to this report.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties with
an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or

transactions with the Company, other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board of Directors
and Committee(s).

41. FAMILIARISATION PROGRAMMES:

The Company familiarises its Independent Directors on their appointment as such on the
Board with the Company, their roles, rights, responsibilities in the Company, nature of the
industry in which the Company operates, etc. through familiarization programme. The
Company also conducts orientation programme upon induction of new Directors, as well as
other initiatives to update the Directors on a continuing basis. The familiarization
programme for Independent Directors is disclosed on the Company’s website
curatechnologies.in.

42. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth of the
Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable.

43. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or
transactions with the Company which in the Judgment of the Board may affect the
independence of the Directors.

44. OTHER ACTIVITIES:

1. Registered Office:

Pursuant to the implementation of the Resolution Plan as approved by the Hon''ble National
Company Law Tribunal, Hyderabad Bench (approved Resolution Plan’) vide its Order dated

14.09.2023, the company has shifted its registered office of the Company from Plot No.12,
Software Units Layout Cyberabad, Hyderabad-500081, Telangana to Sy No.68, Flat No.203,
Hema Durga Plaza, Allwyn Colony, Miyapur, Hyderabad-500049, Telangana w.e.f

13.02.2024.

It was further shifted to Unit No 604 B, Jain Saduguru Capital Park, Beside Image Gardens,
Madhapur, Hyderabad - 500081 w.e.f., 06.04.2024.

2. Alteration of the main objects clause of the Memorandum of Association:

Pursuant to the implementation of the Resolution Plan as approved by the Hon''ble National
Company Law Tribunal, Hyderabad Bench (approved Resolution Plan’) vide its Order dated
14.09.2023, the company has altered the main objects clause of the Memorandum of
Association (the "MOA") of the Company by substituting the new Object Clause in the place
of existing Object clause w.e.f. 26.03.2024.

3. Reduction of Capital:

a. Reduction and extinguishment of existing Promoters holding to the extent of 100%: The
Holding of erstwhile promoters is reduced by 100%. Accordingly, the record date was fixed as

31.01.2024 and the same was taken on record by BSE Limited and National Stock Exchange of India
Limited.

b. Reduction and extinguishment of non-promoters holding to the extent of 95%:

The Holding of non-promoters is reduced by 95%. Accordingly, the record date was fixed as

31.01.2024 and the same was taken on record by BSE Limited and National Stock Exchange
of India Limited.

4. Payment to Operational Creditors:

The Resolution Applicant Mr. S.S.R.R. Mohan Babu has paid all the dues to operational and
financial creditors as per the Resolution Plan.

5. Capital infusion into the Company and allotment of equity:

The Resolution Applicant along with strategic investors have infused an amount of Rs.
2,46,50,000/- in the manner set out in the Resolution Plan and the allotment of 16,09,702
Equity Shares of Rs.10/- shares was made on 22.02.2024.

45. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

The National Company Law Tribunal (“NCLT”), Hyderabad Bench, vide Order dated
16.03.2022 (“Insolvency Commencement Order”) had initiated Corporate Insolvency
Resolution Process (“CIRP”) based on petition filed by the Financial Creditor under Section

7 of the Insolvency and Bankruptcy Code, 2016 (“the Code”). Hon’ble NCLT vide its
Orders dated 14.09.2023 approved the Resolution Plan submitted by Mr. S.S.R.K. Mohan
Babu. He has implemented the Resolution Plan including payment to the financial and
operational creditors.

46. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2018. The Insider
Trading Policy of the Company lays down guidelines and procedures to be followed, and
disclosures to be made while dealing with shares of the Company, as well as the
consequences of violation. The policy has been formulated to regulate, monitor and ensure
reporting of deals by employees and to maintain the highest ethical standards of dealing in
Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for
fair disclosure of unpublished price sensitive information and code of conduct for the
prevention of insider trading is available on our website (curatechnologies.in).

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace.

This is in line with provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act’) and the Rules made
thereunder. With the objective of providing a safe working environment, all employees
(permanent, contractual, temporary, trainees) are covered under this Policy. The policy is
available on the website at curatechnologies.in

As per the requirement of the POSH Act and Rules made thereunder, the Company has
constituted an Internal Committee at all its locations known as the Prevention of Sexual
Harassment (POSH) Committees, to inquire and redress complaints received regarding
sexual harassment. During the year under review, there were no Complaints pertaining to
sexual harassment.

All employees are covered under this policy. During the year 2023-24, there were no
complaints received by the Committee.

48. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS
AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of loans taken from banks and
financial institutions.

49. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were
failed to be implemented.

50. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE
LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based
disclosures is not required.

51. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated
the formulation of certain policies for all listed companies. All the policies are available on
our website i.e. curatechnologies.in

52. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities
except as mentioned:

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights: NA

c) Issue of shares under employee’s stock option scheme: NA

d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

e) Buy back shares: NA

f) Disclosure about revision: NA

g) Preferential Allotment of Shares: Yes.

h) Issue of equity shares with differential rights as to dividend, voting: NA

53. APPRECIATION & ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the overwhelming co-operation and
assistance received from the investors, customers, business associates, bankers, vendors, as
well as regulatory and governmental authorities. Your Directors also thanks the employees at
all levels, who through their dedication, co-operation, support and smart work have enabled
the company to achieve a moderate growth and is determined to poise a rapid and remarkable
growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks
and other financial institutions and shareholders of the Company, SEBI, BSE, NSE, NSDL,
CDSL, Bankers etc. for their continued support for the growth of the Company.

For and on behalf of the Board
For Cura Technologies Limited

Sd- Sd-

Place: Hyderabad Sangareddypeta Sai Kiran Priyanka Agarwal

Date: 13.08.2024 Whole time director & CFO Director

(DIN: 09741325) (DIN: 10315690)

---

Mar 31, 2016

Dear Members,

The Directors are pleased to present the Twenty Fifth Annual Report together with the Audited Statement of Accounts for the Financial Year ended 31st March, 2016.

FINANCIAL RESULTS

(Amount in Rs. in Lakhs)

PARTICULARS	Standalone		Consolidated
	Current Year 2015-2016	Previous Year 2014-2015	Current Year 2015-2016	Previous Year 2014-2015
Income
Software & Technical Services	633.33	557.73	2342.60	2864.30
Lease/Rental Income	291.54	314.46	248.81	272.44
Other Income	7.29	11.24	84.67	56.98
Total Income	932.16	883.43	2676.09	3193.72
Total Expenditure	960.43	3349.78	3329.65	15828.61
Profit/(loss) before tax	(28.27)	(2466.36)	(653.57)	(12634.89)
Provision for Tax	(12.67)	(13.12)	12.98	70.44
Net Profit/(Loss) after Tax	(15.60)	(2453.24)	(666.55)	(12705.33)
EPS - Basic	(0.16)	(25.67)	(6.98)	(132.97)
EPS - Diluted	(0.16)	(25.67)	(6.98)	(132.97)

OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE

Your Company has recorded a consolidated income (as per Indian GAAP) of 2676.09 Lakhs for the Financial Year under review and Loss of 653.57 Lakhs.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the nature of Business.

TRANSFER TO RESERVES:

Directors have decided not to transfer any amount to reserves for the year.

DIVIDEND:

Due to losses, no dividend has been recommended by directors for the financial year 2015 - 16.

SHARE CAPITAL

The Paid up Equity Share Capital as on 31st March, 2016 was 9.55 crores. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweats equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling under Section 76(1) of the Companies Act, 2013 and any other applicable provisions of the Act read with Rule 2 of the Companies (Acceptance of Deposits) Rules 2014 during the year under review.

BOARD MEETINGS DURING THE YEAR:

The Board of Directors duly met 6 (Six) times on 17.04.2016, 30.05.2015, 14.08.2015, 27.08.2015, 17.11.2015 and 13.02.2016 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

APPOINTMENT / RE-APPOINTMENT OF DIRECTORS / CEO / CFO AND KEY MANANGERIAL PERSONNEL:

During the year, Mr. TELUKUTLA SRINIVASA RAO was appointed as Additional Director w.e.f. 07.07.2016. Mr Venkateswara Rao Gudipudi, Executive Director and Mr. Avula Venkata Narayana Reddy, Independent has resigned w.e.f 17.11.2015 and 13.02.2016.

On 13th August, 2016 appointment of Ms. Alima Dudakulla as Company Secretary of the Company in place of Mr. Katakam Vinood Kumar.

The details of the appointment/re-appointment of the director/s:

Particulars	Details	Details
DIN	06545264	01562665
Date of Birth	16.05.1968	26.06.1965
Date of Appointment	07.07.2016	07.04.2008
Qualifications	MA Phd	M.A.,
No. of Shares held in the Company	Nil	2069
Directorships held in other companies (excluding private limited and foreign companies)	I.C.S.A. (INDIA) LIMITED	1. P R CEMENTS LTD 2. I.C.S.A. (INDIA) LIMITED 3. SAHASRA INVESTMENTS PRIVATE LIMITED 4. BRG ENERGY LIMITED 5. SOFTPRO TECHNOLOGIES PRIVATE LIMITED
Positions held in mandatory committees of other companies	-	-
Relationship with other directors of the Company	-	-

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Mr. Venkata Reddy Nalabolu, Mr. Lalitha Gudimetla and Mr. Telukutla Srinivasa Rao, Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.- Annexure-IV

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are to be furnished U/s 197 (12) of the Companies Act,2013 and any other applicable provisions of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, as the remuneration of none of the employees has crossed the limits specified therein.

HUMAN RESOURCES

''Human Resources'' are recognized as a key pillar of any successful organization and so is for CURA TECHNOLOGIES LIMITED. The company puts constant efforts in recruiting and training the employees and ensures to bring out the best of them. The company adopts a HR policy and ensures that all the employees are aware of personnel policies. The needs of the employees are addressed with high importance and efforts are made to provide a highly challenging and healthy environment. Besides all these, the company places high emphasis on professional etiquette required of every employee.

BUSINESS RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 and. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

Cura Technologies Limited has an adequate system of internal control to ensure that the resources of the Company are used efficiently and effectively, all assets are safeguarded and protected against loss from unauthorized use or disposition and the transactions are authorized, recorded and reported correctly, financial and other data are reliable for preparing financial information and other data and for maintaining accountability of assets. The internal control is supplemented by extensive programmer of internal audits, review by management, documented policies, guidelines and procedures.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any investment or given any loans or guarantees or provided any security during the year.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits during the financial year 2015-2016. There are no outstanding deposits as on 31.03.2016

RELATED PARTY TRANSACTIONS:

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in prescribed form AOC-2, is appended as Annexure to the Board''s report.

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134 (3) (p), 149(8) and Schedule IV of the Companies Act, 2013, Annual Performance Evaluation of the Directors as well as of the Audit Committee, Nomination and Remuneration has been carried out.

The Performance Evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

The Company has adopted the Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and Clause 49 of the Listing Agreement.

The Nomination and Remuneration Committee has considered the following factors while formulating the Policy:

(i) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

(ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company. Details of the Remuneration Policy are given in the Corporate Governance Report.

BOARD AND COMMITTEE MEETINGS

A calendar of Board and Committee Meetings to be held during the year was circulated in advance to the Directors. Six Board Meetings were convened and held during the year.

The Board has constituted an Audit Committee with all Independent Directors namely Mrs. LALITHA GUDIMETLA, Mr. VENKATA REDDY NALABOLU, and Mr. A.V.N REDDY as Members. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and the SEBI (LODR) Regulation, 2015.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge and ability confirm as under:

a) In the preparation of the annual accounts, for the year ended 31st March 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis; and

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

AUDITORS STATUTORY AUDITORS

M/s. Rambabu & CO., Chartered Accountants, Hyderabad as Statutory Auditors of the Company retires at the ensuing annual general meeting.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and any other applicable provisions of the Act and the Rules framed there under, it is proposed to ratify the appointment of M/s. Rambabu & CO., (ICAI Reg. No. 002976S) as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 28th AGM to be held in the year 2019, subject to ratification of their appointment at every AGM. M/s. Rambabu & CO., Chartered Accountants have furnished the Certificate of their eligibility for appointment in compliance with Section 141 of the Companies Act, 2013 and any other applicable provisions of the Act

The Board recommends their re-appointment.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s C.V. Reddy K & Associates, Practicing Company Secretaries, to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as ''Annexure III''.

The Secretarial Audit Report for the financial year ended 31st March, 2016 do not contain any qualification, reservation, adverse remark or disclaimer.

INTERNAL AUDITORS:

The Company does not have internal auditors.

AUDIT REPORTS: (a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31, 2016 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges that may occur in the industry.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013 and does not have any qualifications, reservations or adverse remarks except that the Company does not have internal auditors. The Board is looking for internal auditors and the vacancy will be filled shortly.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since your Company does not have the net worth of Rs. 500 Crore or more, or turnover of

Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has signed uniform listing agreement with BSE Limited and framed the following policies which are available on Company''s website i.e. www. taazastores.com

- Board Diversity Policy

- Policy on preservation of Documents

- Risk Management Policy

- Whistle Blower Policy

- Familiarization programme for Independent Directors

- Anti - Sexual Harassment Policy

- Related Party Policy

- Code of Conduct

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

Information in accordance with Section 134 of Companies Act, 2013 and any other applicable provisions of the Act read with the Companies (Accounts) Rules, 2014 and form part of the Directors Report for the period ended 31st March, 2016 is follows:

A. Conservation of Energy - Your Company is engaged in Software Development and IT Enabled Services and hence the details in respect of the above are not applicable. However, measures are taken to reduce energy consumption wherever possible.

B. Research & Development - Research and development of new services, designs, frameworks, processes and methodologies continue to be of importance at your Company. This allows Company to enhance quality and productivity and customer satisfaction through continuous innovation.

C. Technology Absorption - The Company being a knowledge based entity, continuously adapt itself to changing technologies so as to adhere to the quality policy and meet its clients'' expectations.

D. Foreign Exchange Earnings & Outgo:

2015-16 2014-15

Foreign Exchange earnings 4.93 267.10

Foreign Exchange outgo - -

INSURANCE:

The assets of your Company are adequately insured.

NON-EXECUTIVE DIRECTORS'' COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

SECRETARIAL STANDARDS:

The company is in compliance with SS 1 & SS 2.

LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited & National Stock Exchange of India Limited. Annual listing fees have been paid to these Exchanges for the year 2016-17.

SUBSIDIARY COMPANIES:

The Audit Committee of the Company reviews the financial statements of the subsidiary companies. The Audit Committee also reviews investment made by subsidiary companies, minutes of their Board meetings, and the statement of all significant transactions and arrangements entered into by the subsidiary companies. None of the Indian subsidiary of the Company falls under the term ''material non-listed Indian subsidiary'' as defined under Clause 49 of the Listing Agreement.

The Company has 6 subsidiaries (including step down subsidiaries) as on 31st March 2016.

a) CURA Global GRC Solutions Pte Ltd, Singapore.

b) CURA Risk Management Software (PTY) Limited, South Africa.

c) CURA Software Solutions UK Limited, UK.

d) CURA Software Solutions Company, USA.

e) CURA Risk Management Software (PTY) Limited, Australia.

f) Softpro Technologies Private Limited.

The Consolidated Financial Statements represented by the Company includes the Audited Financial Information of its subsidiaries As per Section 129(3) of Companies Act, 2013 and any other applicable provisions of the Act (Corresponding to Section 212 of the Companies Act, 1956 to the extent applicable) the Company is required to attach the Directors'' Report, Balance Sheet and Profit and Loss Account of the subsidiaries to the Annual Report. The Ministry of Corporate Affairs, Government of India vide its circular No. 2/2011 dated 8th February 2011 has provided an exemption to companies from complying with Section 212, of The Companies Act 1956, provided such companies publish the audited consolidated financial statements in their annual report. Accordingly, the Annual Report 2015-16 does not contain the financial statements of the subsidiaries.

The audited financial statement and related information of the subsidiaries will be made available for inspection during business hours at our registered office in Hyderabad, India and separate of copy of such statements will be provided at the request of the members.

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 - Annexure.

SEXUAL HARASSMENT

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

CORPORATE GOVERNANCE:

The Report on Corporate Governance, as required under Sebi (LODR) Regulations, 2015, forms part of the Annual Report.

a) Management Discussion & Analysis Report: Aspects of Management Discussion and Analysis is enclosed as Annexure - I to this report.

b) Report on Corporate Governance: A separate report on Corporate Governance along with Auditor''s Certificate on its compliance is enclosed as Annexure - II to this report.

ACKNOWLEDGEMENTS:

Your Directors thank customers, vendors, bankers, and service providers as well as regulatory and Governments Authorities for their support.

Your Directors would also like to place on record their sincere appreciation and gratitude to the Shareholders for their support and co-operation. Your Directors express their heartfelt gratitude to the employees for their exceptional commitment and loyalty to the Company.

By Order of the Board of Directors

CURA TECHNOLOGIES LIMITED

Sd/-

Place: Hyderabad (G. BALA REDDY)

Date: 28.11.2016 CHAIRMAN AND MANAGING DIRECTOR

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2015.

REVIEW OF PERFORMANCE:

The Highlights of the financial results is as below

(Standalone, Amount in Rs. Lakhs)

Particulars Current Year Previous Year 2014-15 2013-14 Income

Software & Technical Services 557.73 542.08

Lease/Rental Income 314.46 309.22

Other Income 11.24 12.11

Total Income 883.43 863.41

Total Expenditure 3349.78 1,344.72

Profit/(loss) before tax (2466.36) (481.31)

Provision for Tax (13.12) (16.15)

Net Profit/(Loss) after Tax (2453.24) (465.16)

EPS- Basic (25.67) (4.87)

EPS - Diluted (25.67) (4.87)

Global Operations:

Your Company has recorded a consolidated income (as per Indian GAAP) of 3193.72 Lakhs for the Financial Year under review and Loss of 12705.34 Lakhs.

DIVIDENDS:

Due to losses, no dividend has been recommended by directors for the financial year 2014-15

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling under Section 76(1) of the Companies Act, 2013 read with the Rule 2 of the Companies (Acceptance of Deposits) Rules 2014 during the year under review.

DIRECTORS:

During the year Sri. Bala Reddy G retires by rotation and being eligible offers himself for re-appointment. The Board recommends his reappointment.

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are to be furnished U/s 197 (12) of the Companies Act,2013 and any other applicable provisions of the Act read with Rues 5(2) and 5(3) of the Companies, (Appointments and remuneration Managerial Personnel) Rules 2014, as the remuneration of none of the employees has crossed the limits specified therein.a

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 and any other applicable provisions of the Act the Directors of your Company hereby confirm that :

i. That in the preparation of Annual Accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2015 and of the profit and loss of the Company for that period;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis.

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

Information in accordance with Section 134(5) of Companies Act, 2013 and any other applicable provisions of the Act read with the Companies (Accounts) Rules, 2014 and form part of the Directors Report for the period ended 31st March, 2015 is follows:

A. Conservation of Energy - Your Company is engaged in Software Development and IT Enabled Services and hence the details in respect of the above are not applicable. However, measures are taken to reduce energy consumption wherever possible.

B. Research & Development - Research and development of new services, designs, frameworks, processes and methodologies continue to be of importance at your Company. This allows Company to enhance quality and productivity and customer satisfaction through continuous innovation.

C. Technology Absorption - The Company being a knowledge based entity, continuously adapt itself to changing technologies so as to adhere to the quality policy and meet its clients' expectations.

D. Foreign Exchange Earnings & Outgo:

2014-15 2013-14

Foreign Exchange earnings Rs. 267.10 Rs. 393.92

Foreign Exchange outgo - Rs. 10.57

LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited & National Stock Exchange of India Limited. Annual listing fees have been paid these Exchanges for the year 2015-16.

SUBSIDIARY COMPANIES:

The Audit Committee of the Company reviews the financial statements of the subsidiary companies. The Audit Committee also reviews investment made by subsidiary companies, minutes of their Board meetings, and the statement of all significant transactions and arrangements entered into by the subsidiary companies. None of the Indian subsidiary of the Company falls under the term 'material non-listed Indian subsidiary' as defined under Clause 49 of the Listing Agreement.

The Company has 6 subsidiaries (including step down subsidiaries) as on 31st March 2015.

a) CURA Global GRC Solutions Pte Ltd, Singapore.

b) CURA Risk Management Software (PTY) Limited, South Africa.

c) CURA Software Solutions UK Limited, UK.

d) CURA Software Solutions Company, USA.

e) CURA Risk Management Software (PTY) Limited, Australia.

f) Softpro Technologies Private Limited.

The Consolidated Financial Statements represented by the Company includes the Audited Financial Information of its subsidiaries

As per Section 129(3) of Companies Act 2013 and any other applicable provisions of the Act (Corresponding to Section 212 of the Companies Act, 1956 to the extent applicable) the Company is required to attach the Directors' Report, Balance Sheet and Profit and Loss Account of the subsidiaries to the Annual Report. The Ministry of Corporate Affairs, Government of India vide its circular No. 2/ 2011 dated 8th February 2011 has provided an exemption to companies from complying with Section 212, of The Companies Act 1956, provided such companies publish the audited consolidated financial statements in their annual report. Accordingly, the Annual Report 2014-15 does not contain the financial statements of the subsidiaries.

The audited financial statement and related information of the subsidiaries will be made available for inspection during business hours at our registered office in Hyderabad, India and separate of copy of such statements will be provided at the request of the members.

SECRETARIAL AUDITOR :

Dr Mohan S Rao, Practising Company Secretary has been appointed as the Secretarial Auditor to carry out the Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder. The Report of the Secretarial Auditor is enclosed to this Report as Annexure "III".

AUDITORS:

M/s. Rambabu & CO., Chartered Accountants, Hyderabad as statutory Auditors of the Company retires at the ensuing annual general meeting.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to ratify the appointment of M/s. Rambabu & CO., (ICAI Reg. No. 002976S) as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 28 th AGM to be held in the year 2019, subject to ratification of their appointment at every AGM. M/s. Rambabu & CO., Chartered Accountants have furnished the Certificate of their eligibility for appointment in compliance with Section 141 of the Companies Act, 2013

The Board recommends their appointment.

CORPORATE GOVERNANCE:

a) Management Discussion & Analysis Report: Aspects of Management Discussion and Analysis is enclosed as Annexure - I to this report.

b) Report on Corporate Governance: A separate report on Corporate Governance along with Auditor's Certificate on its compliance is enclosed as Annexure - II to this report.

ACKNOWLEDGEMENTS:

Your Directors thank customers, vendors, bankers, and service providers as well as regulatory and Governments Authorities for their support.

Your Directors would also like to place on record their sincere appreciation and gratitude to the Shareholders for their support and co-operation. Your Directors express their heartfelt gratitude to the employees for their exceptional commitment and loyalty to the Company.

BY ORDER OF THE BOARD For CURA TECHNOLOGIES LIMITED

Sd/- BALA REDDY G Chairman & Managing Director Place : Hyderabad Date : 27.08.2015

---

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the Twenty Third Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014.

REVIEW OF PERFORMANCE:

The Highlights of the financial results is as below

(Standalone, Amount in Rs. Lakhs)

Particulars Current Year Previous Year 2013-14 2012-13

Income

Software & Technical Services 542.08 529.03

Lease/Rental Income 309.22 251.19

Other Income 12.11 25.05

Total Income 863.41 805.27

Total Expenditure 1,344.72 876.85

Profit/(loss) before tax (481.31) (71.59)

Provision for Tax (16.15) (9.12)

Net Profit/(Loss) after Tax (465.16) (62.46)

EPS - Basic (4.87) (0.65)

EPS - Diluted (4.87) (0.65)

Global Operations:

Your Company has recorded a consolidated income (as per Indian GAAP) of Rs. 3678.31 Lakhs for the Financial Year under review and loss of Rs. 1800.54 Lakhs.

DIVIDENDS:

Due to losses, no dividend has been recommended by directors for the financial year 2013 - 14

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 during the year under review.

DIRECTORS:

During the year Smt. Velangini Mary Gopu and Shri. Shyam Sunder Reddy Vangala resigned from the directorship of the company w.e.f 03.01.2014 and 21.02.2014 respectively, the Board puts on record its appreciation for services rendered by them as director of the Company.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreement entered into with Stock Exchanges, appointed Smt. Lalitha Gudimetla, Sri Venkata Reddy Nalabolu, Sri Avula Venkata Narayana Reddy as Independent Directors of the Company.

The Board of Directors of your Company, after reviewing the provisions of the Act, are of the opinion that Smt. Lalitha Gudimetla, Sri Venkata Reddy Nalabolu, Sri Avula Venkata Narayana Reddy fulfills the criteria specified in the Act and the Rules made there under to be eligible to be appointed as Independent Director pursuant to the provisions of section 149 of the Act and Clause 49 of the Listing Agreement and recommend for his appointment as Independent Director.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Further Sri Venkateswara Rao Gudipudi, who shall retire by rotation at this Annual General Meeting and being eligible offer himself for re-appointment.

The Board recommends their re/appointments.

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are to be furnished U/s 217 (2A) of the Companies Act,1956 read with Companies Act (Particulars of employees) Rules 1988, as the remuneration of none of the employees has crossed the limits specified therein.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

i. that in the preparation of Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2014 and of the profit and loss of the Company for that period;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis.

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

Information in accordance with clause (e) of Sub-section (1) of Section 217 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 and form part of the Directors Report for the period ended 31st March, 2014 is follows:

A. Conservation of Energy - Your Company is engaged in Software Development and IT Enabled Services and hence the details in respect of the above are not applicable. However, measures are taken to reduce energy consumption wherever possible.

B. Research & Development - Research and development of new services, designs, frameworks, processes and methodologies continue to be of importance at your Company. This allows Company to enhance quality and productivity and customer satisfaction through continuous innovation.

C. Technology Absorption - The Company being a knowledge based entity, continuously adapt itself to changing technologies so as to adhere to the quality policy and meet its clients'' expectations.

LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited & National Stock Exchange of India Limited. Annual listing fees have been paid these Exchanges for the year 2014-15.

SUBSIDIARY COMPANIES:

The Audit Committee of the Company reviews the financial statements of the subsidiary companies. The Audit Committee also reviews investment made by subsidiary companies, minutes of their Board meetings, and the statement of all significant transactions and arrangements entered into by the subsidiary companies. None of the Indian subsidiary of the Company falls under the term ''material non-listed Indian subsidiary'' as defined under Clause 49 of the Listing Agreement.

The Company has 6 subsidiaries (including step down subsidiaries) as on 31st March 2014.

a) CURA Global GRC Solutions Pte Ltd, Singapore.

b) CURA Risk Management Software (PTY) Limited, South Africa.

c) CURA Software Solutions UK Limited, UK.

d) CURA Software Solutions Company, USA.

e) CURA Risk Management Software (PTY) Limited, Australia.

f) Softpro Technologies Private Limited.

The Consolidated Financial Statements represented by the Company includes the Audited Financial Information of its subsidiaries.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors'' Report, Balance Sheet and Profit and Loss Account of the subsidiaries to the annual report. The Ministry of Corporate Affairs, Government of India vide its circular No. 2/2011 dated 8th February 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in their annual report. Accordingly, the annual report 2013- 14 does not contain the financial statements of the subsidiaries.

The audited financial statement and related information of the subsidiaries will be made available for inspection during business hours at our registered office in Hyderabad, India and separate of copy of such statements will be provided at the request of the members.

REPLY TO AUDITORS QUALIFICATIONS/OBSERVATIONS:

With reference to Auditor qualification vide Para 11 of Annexure to Auditor''s Report on Standalone Financial Statements, Board herewith bring to your kind notice that company is undergoing acute financial crisis due to slow down of business in major markets of the company abroad, viz. Australia, Europe, America etc. Consequently revenue of the company is being tremendously effected, leading to shortfall in cash flows. Hence company could not re-pay the loans.

Further Auditors'' observation vide point 4 of Auditor''s Report on consolidated Financial Statements is self explanatory.

AUDITORS:

M/s. Rambabu & CO., Chartered Accountants, Hyderabad as statutory Auditors of the Company retires at the ensuing annual general meeting.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. Rambabu & CO., (ICAI Reg. No. 002976S) as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 28th AGM to be held in the year 2019, subject to ratification of their appointment at every AGM. M/s. Rambabu & CO., Chartered Accountants have furnished the Certificate of their eligibility for appointment in compliance with Section 141 of the Companies Act, 2013.

The Board recommends their appointment.

CORPORATE GOVERNANCE:

a) Management Discussion & Analysis Report: Aspects of Management Discussion and Analysis is enclosed as Annexure - I to this report.

b) Report on Corporate Governance: A separate report on Corporate Governance along with Auditor''s Certificate on its compliance is enclosed as Annexure - II to this report.

ACKNOWLEDGEMENTS:

Your Directors thank customers, vendors, bankers, and service providers as well as regulatory and Governments Authorities for their support.

Your Directors would also like to place on record their sincere appreciation and gratitude to the Shareholders for their support and co-operation. Your Directors express their heartfelt gratitude to the employees for their exceptional commitment and loyalty to the Company.

BY ORDER OF THE BOARD For CURA TECHNOLOGIES LIMITED

Sd/- BALA REDDY GOPU Place : Hyderabad Chairman & Managing Director Date : 30.08.2014

---

Mar 31, 2013

To The Members

The Directors have pleasure in presenting the Twenty Second Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2013.

REVIEW OF PERFORMANCE:

The Highlights of the financial results is as below

(Standalone, Amount in Rs. Lakhs)

Particulars Current Year Previous Year 2012-13 2011-12

Income

Software & Technical Services 529.03 948.60

Lease/Rental Income 251.19 329.12

Other Income 25.05 10.69

Total Income 805.27 1288.41

Total Expenditure 876.85 1452.17

Profit/(loss) before tax (71.59) (163.76)

Provision for Tax (9.12) (23.01)

Net Profit/(Loss) after Tax (62.46) (140.74)

EPS- Basic (0.65) (147)

EPS - Diluted (0.65) (147)

Global Operations:

Your Company has recorded a consolidated income (as per Indian GAAP) of Rs. 4179.16 Lakhs for the Financial Year under review and profit of Rs. 12.06 Lakhs.

DIVIDENDS:

No dividend has been recommended by directors for the financial year 2012-13.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 during the year under review.

DIRECTORS:

Mr. Shyam Sunder Reddy Vangala & Mr. Venkata Reddy Nalabolu Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board recommends their re-appointment.

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are to be furnished U/s 217 (2A) of the Companies Act,1956 read with Companies Act (Particulars of employees) Rules 1988, as the remuneration of none of the employees has crossed the limits specified therein. EMPLOYEES STOCK OPTION PLAN

Your Company has One Plan in operation, namely, ESOP 2008 Plan. The Company has granted options to its employees under this scheme. As required by clause 12 of SEBI (Employee stock option scheme & employee stock purchase scheme) Guidelines, 1999, the particulars of the stock option granted & other disclosures as on 31.03.2013 are furnished as Annexure - I

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

i. In the preparation of Annual Accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2013 and of the profit and loss of the Company for that period;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis.

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

Information in accordance with clause (e) of Sub-section (1) of Section 217 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 and form part of the Directors Report for the period ended 31st March, 2013 is follows:

A. Conservation of Energy - Your Company is engaged in Software Development and IT Enabled Services and hence the details in respect of the above are not applicable. However, measures are taken to reduce energy consumption wherever possible.

B. Research & Development - Research and development of new services, designs, frameworks, processes and methodologies continue to be of importance at your Company. This allows Company to enhance quality and productivity and customer satisfaction through continuous innovation.

C. Technology Absorption -The Company being a knowledge based entity, continuously adapt itself to changing technologies so as to adhere to the quality policy and meet its clients'' expectations.

D. Foreign Exchange Earnings & Outgo:

2012-13 2011-12

Foreign Exchange earnings Rs. 66.38 Rs. 8.24

Foreign Exchange outgo Rs. 305.30 Rs. 401.35

LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited & National Stock Exchange of India Limited. Annual listing fees have been paid to these Exchanges for the year 2013-14.

SUBSIDIARY COMPANIES:

The Audit Committee of the Company reviews the financial statements of the subsidiary companies. The Audit Committee also reviews investment made by subsidiary companies, minutes of their Board meetings, and the statement of all significant transactions and arrangements entered into by the subsidiary companies. None of the Indian subsidiary of the Company falls under the term ‘material non listed Indian subsidiary'' as defined under Clause 49 of the Listing Agreement.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors'' Report, Balance Sheet and Profit and Loss Account of the subsidiaries to the annual report. The Ministry of Corporate Affairs, Government of India vide its circular No. 2/2011 dated 8th February 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in their annual report. Accordingly, the annual report 2012-13 does not contain the financial statements of the subsidiaries. The audited annual accounts and related information of the following subsidiaries, where applicable, will be made available for inspection during business hours at our registered office in Hyderabad, India.

The Company has 6 subsidiaries (including step down subsidiaries) as on 31st March 2013.

CURA Global GRC Solutions Pte Ltd, Singapore

CURA Risk Management Software (PTY) Limited, South Africa

CURA Software Solutions UK Limited, UK

CURA Software Solutions Company, USA

CURA Risk Management Software (PTY) Limited, Australia

Softpro Technologies Private Limited

AUDITORS:

M/s. RAMBABU & CO., Chartered Accountants, Hyderabad as statutory Auditors of the Company retire at the ensuing annual general meeting and being eligible offer themselves for re- appointment.

Further Company is in receipt of confirmation from M/s. Rambabu & Co, Chartered Accountants that in the event of their re-appointment as statutory auditor at the ensuing Annual General Meeting, such appointment will be in accordance with the limits specified in Section 224 (1B) of the Companies Act, 1956.

Board recommends their re-appointment.

CORPORATE GOVERNANCE:

a) Management Discussion & Analysis Report: Aspects of Management Discussion and Analysis is enclosed as Annexure – II to this report.

b) Report on Corporate Governance: A separate report on Corporate Governance along with Auditor''s Certificate on its compliance is enclosed as Annexure – III to this report.

ACKNOWLEDGEMENTS:

Your Directors thank customers, Vendors, bankers, and service providers as well as regulatory and Governments Authorities for their support.

Your Directors would also like to place on record their sincere appreciation and gratitude to the Shareholders for their support and co-operation. Your Directors express their heartfelt gratitude to the employees for their exceptional commitment and loyalty to the Company.

BY ORDER OF THE BOARD

For CURA TECHNOLOGIES LIMITED

Place: Hyderabad

Date: 02.09.2013 Sd/-

G. BALA REDDY

Chairman & Managing Director

---

Mar 31, 2012

The Directors have pleasure in presenting the Twenty First Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2012.

REVIEW OF PERFORMANCE:

The Highlights of the financial results are as below

(Amount in Lakhs)

Particulars Current Year Previous Year 2011-12 2010-11

Income

Software & Technical Services 948.60 1,298.39

Lease/Rental Income 339.81 465.91

Total Income 1288.41 1,764.30

Total Expenditure 1452.17 1,357.36

Profit/(loss) before tax (163.76) 406.94

Provision for Tax (23.01) 101.31

Net Profit/(Loss) after Tax (140.74) 305.62

EPS- Basic -1.47 3.67

EPS - Diluted -1.47 3.65

Global Operations:

Your Company has recorded a consolidated income (as per Indian GAAP) of Rs. 501,762,933 for the Financial Year under review and Loss of Rs.82,272,305.

DIVIDEND:

Due to losses, no dividend has been recommended by directors for the financial year 2011-12.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 during the year under review.

DIRECTORS:

Mr. Sarveswar Reddy Mandra, Director of the Company retires by rotation at the ensuing Annual General Meeting and expressed his unwillingness for re-appointment.

Further, Mrs. Velangini Mary Gopu, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment.

The Board recommends her re-appointment.

PARTICULARS OF EMPLOYEES:

The information required under U/s 217 (2A) of the Companies Act, 1956 read with Companies Act (Particulars of employees) Rules 1988, is given as annexure, to this report, which forms a part of this report as Annexure - I

EMPLOYEES STOCK OPTION PLAN

Your Company has One Plan in operation, namely, ESOP 2008 Plan. The Company has granted options to its employees under this scheme. As required by clause 12 of SEBI (Employee stock option scheme & employee stock purchase scheme) Guidelines, 1999, the particulars of the stock option granted & other disclosures as on 31.03.2012 are furnished as annexure - II

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors Of your Company hereby confirm that:

i. In the preparation of Annual Accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2012 and of the profit and loss of the Company for that period;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis.

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

Information in accordance with clause (e) of Sub-section (1) of Section 217 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 and form part of the Directors Report for the period ended 31st March, 2012 is follows:

A. Conservation of Energy — Your Company is engaged in Software Development and IT Enabled Services and hence the details in respect of the above are not applicable. However, measures are taken to reduce energy consumption wherever possible.

B. Research & Development — Research and development of new services, designs, frameworks, processes and methodologies continue to be of importance at your Company. This allows Company to enhance quality and productivity and customer satisfaction through continuous innovation.

C. Technology Absorption - Not Applicable

D. Foreign Exchange Earnings & Outgo: 2011-12 2010-11

Foreign Exchange earnings Rs. 824,226/- Rs. 128,711,692/-

Foreign Exchange outgo Rs. 40,135,445/- Rs. 71,198,096/-

LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited & National Stock Exchange of India Limited. Annual listing fees have been paid the these Exchanges for the year 2012-13.

SUBSIDIARY COMPANIES:

The Audit Committee of the Company reviews the financial statements of the subsidiary companies. The Audit Committee also reviews investment made by subsidiary companies, minutes of their Board meetings, and the statement of all significant transactions and arrangements entered into by the subsidiary companies. None of the Indian subsidiary of the Company falls under the term 'material non listed Indian subsidiary' as defined under Clause 49 of the Listing Agreement.

The Company has 6 subsidiaries (including step down subsidiaries) as on 31st March 2012.

CURA Global GRC Solutions Pte Ltd, Singapore

Cura, Singapore reported revenues ofRs. 23,666,491 as against previous year's Rs. 82,435,660. The Net profit/(loss) for the year is Rs. (34,646,872) as against profit/ (loss) of Rs. (94,153,891) in the previous year

CURA Risk Management Software (PTY) Limited, South Africa

Cura, South Africa reported revenues of Rs. 233,027,811 as against previous year's Rs.199,929,470. The Net profit for the year is Rs. 1,812,547 as against loss of Rs (37,744,153) in the previous year.

CURA Software Solutions UK Limited, UK

Cura, UK reported revenues of Rs 29,446,206 as against previous year's Rs.39,594,841. The Net loss for the year is Rs. (1,947,333) as against loss of Rs (12,420,027) in the previous year.

CURA Software Solutions Company, USA

Cura, USA reported revenues of Rs 27,676,197 as against previous year's Rs.63,353,932. The Net loss for the year is Rs. (20,609,263) as against loss ofRs (9,724,919) in the previous year.

CURA Risk Management Software (PTY) Limited, Australia

Cura, Australia reported revenues of Rs 150,756,737 as against previous year's Rs.118,910,879. The Net loss for the year is Rs. (1,446,505) as against loss of Rs (6,548,385) in the previous year.

Softpro Technologies Private Limited

Softpro Technologies reported revenues of Rs Nil as against previous year's Rs. Nil. The Net profit/(loss) for the year is Rs. (787) as against loss of Rs (154,610) in the previous year.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors' Report, Balance Sheet and Profit and Loss Account of the subsidiaries to the annual report. The Ministry of Corporate Affairs, Government of India vide its circular No. 2/2011 dated 8 February 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in their annual report. Accordingly, the annual report 2011-12 does not contain the financial statements of the subsidiaries. The audited annual accounts and related information of the subsidiaries, where applicable, will be made available for inspection during business hours at our registered office in Hyderabad, India.

The Consolidated Financial Statements represented by the Company includes the Audited Financial Information of its subsidiaries.

AUDITORS:

M/s. RAMBABU & CO., Chartered Accountants, Hyderabad as statutory Auditors of the Company retire at the ensuing annual general meeting and being eligible offer themselves for re-appointment.

Further Company is in receipt of confirmation from M/s. Rambabu & Co, Chartered Accountants that in the event of their re- appointment as statutory auditor at the ensuing Annual General Meeting, such appointment will be in accordance with the limits specified in Section 224 (1B) of the Companies Act, 1956.

Board recommends their re-appointment.

CORPORATE GOVERNANCE:

a) Management Discussion & Analysis Report: Aspects of Management Discussion and Analysis is enclosed as Annexure — III to this report.

b) Report on Corporate Governance: A separate report on Corporate Governance along with Auditor's Certificate on its compliance is enclosed as Annexure — IV to this report.

ACKNOWLEDGEMENTS:

Your Directors thank customers. Vendors, bankers, and service providers as well as regulatory and Governments Authorities for their support.

Your Directors would also like to place on record their sincere appreciation and gratitude to the Shareholders for their support and co-operation. Your Directors express their heartfelt gratitude to the employees for their exceptional commitment and loyalty to the Company.

BY ORDER OF THE BOARD

For CURA TECHNOLOGIES LIMITED

Place: Hyderabad

Date: 27.08.2012

Sd/-

G. BALA REDDY

Chairman & Managing Director

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report together with the Audited Accounts for the financial year ended 31st March 2011

Financial Highlights on Standalone basis:

The Highlights of the financial results for the year 2010-2011 are as below :

(Rs.)

Particulars As at 31 st March 2011 As at 31 st March 2010

INCOME

Software & Technical Services 129,839,407 101,057,296

Lease / Rental Income 43,745,982 46,615,344

Other Income 5,304,345 5,699,480

TOTAL INCOME 178,925,734 153,372,120

EXPENDITURE 138,231,780 114,277,520

PROFIT BEFORE TAX 40,693,954 39,094,601

PROFIT AFTER TAX 30,562,460 28,513,920

EPS- BASIC 3.67 4.29

EPS- DILUTED 3.65 3.39

REVIEW OF OPERATIONS

For the financial year ended March 31, 2011, your Company had reported a total income of Rs. 178,925,734 an increase of 16.67% as against Rs. 153,372,120 during the previous financial year. The company recorded a net profit of Rs. 30,562,460 as against Rs. 28,513,920.

SHARE CAPITAL

Issued & Subscribed Capital

Your Company has allotted 2,595,000 Equity shares on preferential basis and ESOP. With this, your company's capital has become Rs. 95,200,000 divided into 9,520,000 Equity shares of Rs. 10 each as on 31.03.2011.

Sl.No. Date of Allotment Particulars of Allotment No. of Shares Allotted

1 07.04.2010 Allotment on Preferential Basis 350,000

2 21.04.2010 Allotment on Preferential Basis 350,000

3 29.04.2010 Allotment on Preferential Basis 300,000

4 22.06.2010 Allotment on Preferential Basis 100,000

5 23.07.2010 Allotment of Equity Shares representing 30% 30,000 of Stock options granted under employee stock Option Scheme 2008, allotted at the discounted price of Rs. 42 per Equity Shares of Rs. 10 each

6 29.07.2010 Allotment on Preferential Basis 100,000

7 01.09.2010 Allotment on Preferential Basis 65,000

8 29.10.2010 Allotment on Preferential Basis 100,000

9 22.12.2010 Allotment on Preferential Basis 200,000

10 07.01.2011 Allotment on Preferential Basis 200,000

11 08.01.2011 Allotment on Preferential Basis 200,000

12 21.01.2011 Allotment on Preferential Basis 300,000

13 22.01.2011 Allotment on Preferential Basis 300,000

Total 2,595,000

DIVIDEND:

Your Board of Directors recommended a Dividend of Rs. 0.20 (2%) per Equity Share of Rs. 10 each, for the financial year 2010- 2011.

FIXED DEPOSITS:

The company has not invited any Fixed Deposits from the public during the year.

INSURANCE:

The Properties and Assets of the company are adequately insured.

PARTICULARS PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956

Pursuant to the provisions of Section 212 of the Companies Act, 1956 (Act), documents in respect of the various subsidiaries viz., Directors' Report, Auditor's Report, Balance Sheet and Profit and Loss Account, are required to be attached to the Balance Sheet of the holding company. However, in terms of the provisions of Section 212(8) of the Act, the Government of India, Ministry of Corporate Affairs, has vide letter No. 47/15/ 2011-CL-III dated 27 January 2011 granted exemption from the provisions of Section 212(1) of the Act. Accordingly, the Annual Report does not contain the financial statements of the subsidiaries of the Company. However, the Company will make available the audited annual accounts and related detailed information of the subsidiaries to the shareholders upon request in accordance with the applicable law. These documents are also available for inspection at the Registered Office of the Company during business hours. The details of accounts of individual subsidiary companies will also be available on the website of the Company.

A statement pursuant to the provisions of Section 212(1)(e) of the Act appears as Annexure-D in the Annual Report.

SUBSIDIARY COMPANY

Softpro Technologies Pvt. Limited, India

Softpro Technologies reported revenues of Rs. Nil as against previous year's Rs. 13,689,640. The Net Loss for the year was Rs. 154,610 as against Profit of Rs. 747,184 in the previous year.

Cura Global GRC Solutions Pte Limited, Singapore

Cura, Singapore reported revenues of Rs. 82,435,660 as against previous year's Rs. 145,123,422. The Net Loss for the year was Rs. 94,153,891 as against Profit of Rs. 66,671,880 in the previous year.

Cura Risk Management Software (PTY) Limited, South Africa

Cura, South Africa reported revenues of Rs. 199,929,470 as against previous year's Rs. 162,318,463. The Net Loss for the year was Rs. 37,744,153 as against Rs. 44,495,683 in the previous year.

Cura Software Solutions UK Limited, UK

Cura, UK reported revenues of Rs. 39,594,841 as against previous year's Rs. 32,720,355. The Net Loss for the year was Rs. 12,420,027 as against Rs. 13,223,986 in the previous year.

Cura Software Solutions Company, USA

Cura, USA reported revenues of Rs. 63,353,932 as against previous year's Rs. 54,236,326. The Net Loss for the year was Rs. 9,724,919 as against Rs. 14,070,663 in the previous year.

Cura Risk Management Software (Pty) Ltd, Australia

Cura, Australia reported revenues of Rs. 118,910,879 as against previous year's Rs. 88,385,957. The Net Loss for the year was Rs. 6,548,385 as against Rs. 6,340,723 in the previous year.

EMPLOYEES STOCK OPTION PLAN

Your Company has One Plan in operation, namely, ESOP 2008 Plan. The Company has granted options to its employees under this scheme. As required by clause 12 of SEBI (Employee stock option scheme & employee stock purchase scheme) Guidelines, 1999, the particulars of the stock options granted & other disclosures as on 31.03.2011 are furnished as Annexure-B.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) as incorporated by the Companies (Amendment) Act, 2000, in the Companies Act, 1956, your Directors confirm:

1. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the Annual Accounts on a going concern basis.

DIRECTORS:

Shri. A.V.N Reddy & Smt. G.Lalitha, retires by rotation and being eligible offered themselves for re-appointment.

AUDITORS:

M/s RAMBABU & Co., Chartered Accountants, have expressed their willingness to continue in office until conclusion of the next Annual General Meeting at a remuneration to be fixed by the Board of Directors.

EMPLOYEES:

The information required under Section 217 (2A) of the Companies Act, 1956, and the rules made thereunder is given in the annexure, to this report, which forms a part of this report as Annexure - C.

LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited & National Stock Exchange of India Limited. Annual listing fees have been paid to these Exchanges for the year 2011-12.

REPORT ON CORPORATE GOVERNANCE:

Your Company has been practicing the principles of good corporate governance over the years and it is a continuous and ongoing process. A detailed report on Corporate Governance is given as Annexure ‘A' to this Report. Report on Corporate Governance including Auditor's Certificate on Compliance with the code of Corporate Governance under Clause 49 of the Listing Agreement is enclosed as Annexure -A to this report.

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

Information as required to be furnished under the provisions of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are as hereunder

CONSERVATION OF ENERGY:

The company uses electric energy for air conditioning, computer terminals, lightning and utilities etc in the work premises. All possible measures such as centralized Air conditioning with imported chillers, energy efficient lightning systems etc, have been taken to conserve energy. The Company has in place the internal control procedures by which the cost of the electricity shall be identified with the project and thereby there will be an incentive for the concerned Department to consume optimum power.

Additional Investment & Proposals for Reduction of Consumption of Energy: Nil.

Total Energy Consumption requirement:

Not applicable, as the Company is not engaged in any of the specified industries specified in Schedule-1 to the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules 1988.

RESEARCH AND DEVELOPMENT:

The Company is committed to continue its efforts in Research and Development. Our Research and Development activities will help us gear for future opportunities. We invest and encourage continuous innovation.

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION:

The company being a knowledge based entity, continuously adapts itself to changing technologies so as to adhere to the quality policy and to meet its client's expectations.

Foreign Exchange Earnings and outgo Foreign Exchange Earnings : Rs. 128,711,692 Foreign Exchange Outgo : Rs. 71,198,096

ACKNOWLEDGEMENTS:

Your Directors thank all investors, customers, vendors, banks, and service providers as well as regulatory and government authorities for their support. Your Directors greatly appreciate and thank the significant contributions of Employees in the initiatives of the Company.

By the order of the Board of Directors

Sd/-

G. BALA REDDY

Chairman & Managing Director

Place: Hyderabad Date : 12.08.2011

---

Mar 31, 2010

The Directors have pleasure in presenting the 19th Annual Report together with the Audited Accounts for the financial year ended 31st March 2010.

Financial Highlights on Standalone basis:

The Highlights of the financial results for the year 2009-2010 are as below :

Rs in lakhs

Particulars Year ended 2009-2010 Year ended 2008-2009

INCOME

- Software & technical Services 1010.58 67.67

- Lease / Rental income 466.15 562.53

- Other Income 56.99 98.95

TOTAL INCOME 1533.72 729.15

EXPENDITURE 1142.77 454.93

PROFIT BEFORE TAX 390.95 274.22

PROVISION FOR TAX 105.81 96.59

PROFIT AFTER TAX 285.14 177.63

PROPOSED DIVIDEND 40.38 30.00

EPS Basic 4.29 2.96

Diluted 3.34 2.96

REVIEW OF OPERATIONS

For the financial year ended March 31, 2010, your Company had reported a total income of Rs. 1533.72 lakhs an increase of 114.87% as against Rs.729.15 lakhs during the previous financial year. The company recorded a net profit of Rs.285.14 lakhs as against Rs.177.63 lacs.

SHARE CAPITAL

Authorised Capital

Your Company has increased its Authorized Share Capital by Rs. 175,00,000/- aggregating the capital to Rs.10,00,00,000 divided into 1,00,00,000 Equity shares of Rs.10/- each

Issued & Subscribed Capital

Your Company has allotted 925,000 Equity shares on preferential basis. With this, your companys capital has become* Rs.6,92,50,000/- divided into 69,25,000 Equity shares of Rs.10/- each as on 31.03.2010.

Sl.No. Date of Allotment Particualrs No. of shares allotted

1 25.05.2009 Allotment on Preferential basis 725,000

2 28.01.2010 Allotment on Preferential basis 200,000

Total 925,000

DIVIDEND:

Your Board of Directors recommended a Dividend of Rs. 0.50 (5%) per Equity Share of Rs.10/- each, for the financial year 2009-2010.

FIXED DEPOSITS:

The company has not invited any Fixed Deposits from the public during the year.

INSURANCE:

The Properties and Assets of the company are adequately insured.

SUBSIDIARY COMPANY

Financials of India based subsidary - SoftPro Technologies Pvt. Ltd. & Singapore based subsidary - Cura Global GRC Solutions Pte Ltd., are included in this Annual Report as per Section 212 of the Companies Act, 1956.

The annual accounts of subsidiary companies are available for inspection at the Registered Office of the Company.

EMPLOYEES STOCK OPTION PLAN

Your Company has One Plan in operation, namely, ESOP 2008 Plan. The Company has granted options to its employees under this scheme. As required by clause 12 of SEBI (Employee stock option scheme & employee stock purchase scheme) Guidelines, 1999, the particulars of the stock options granted & other disclosures are furnished as Annexure-B.

EXTENSION OF ANNUAL GENERAL MEETING:

Your Board of Directors in their meeting held on July 01, 2010 had given their consent to file application with the Registrar of Companies, Andhra Pradesh for seeking extension of time for convening 19th Annual General Meeting of the Company for the financial year 2009-10.

Application was made to ROC for extention of AGM and Registrar of Companies, Andhra Pradesh, vide their letter dated July 07, 2010 had granted the Company extension of 2 (Two) months time for holding the Annual General Meeting (i.e. 19th AGM) for the financial year ended on March 31, 2010. The Company had intimated to the Stock Exchanges in this regard vide its letter dated July 12, 2010.

OTHER DEVELOPMENTS

Acquisition of Cura Global GRC Solutions Pte. Ltd. , incorporated under Singapore companies Act.

During the year, your Company acquired Cura Global GRC Solutions Pte Ltd, along with its step down subsidiaries in South Africa, Australia, USA & UK. Cura Global service offerings include application development and maintenance, application implementation, testing, product development and support. Cura Global GRC Solutions Pte Ltd became a subsidiary of your Company and a part of the Business Unit with effect from July 2009.

This acquisition is a significant step and will help your Company augment its capabilities to offer domain solutions backed by a highly skilled talent pool. The acquisition adds capability to, and enhances the value of your Company and provides new relationships in the Software industry.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) as incorporated by the Companies (Amendment) Act, 2000, in the Companies Act, 1956, your Directors confirm:

1. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the Annual Accounts on a going concern basis.

DIRECTORS:

Mr.K.Vijay Rao has been appointed as Additional Director on 15.06.2009 and later w.e.f 01.11.2009 occupied the position of Vice Chairman to hold the office for the period of Three Years. But due to his pre-occupied schedules, he resigned to his position as Vice Chairman from the Board of Director of the Company w.e.f. 08.04.2010.

Mr.V Shyam Sunder Reddy, & Mr.N Venkata Reddy, Directors of the Company who retires by rotation and are being eligible for reappointment, offers themselves for appointment.

AUDITORS:

M/s RAMBABU & Co., Chartered Accountants, have expressed their willingness to continue in office until conclusion of the next Annual General Meeting at a remuneration to be fixed by the Board of Directors.

EMPLOYEES:

The information required under Section 217 (2A) of the Companies Act, 1956, and the rules made thereunder is given in the annexure, to this report, which forms a part of this report as Annexure - C.

LISTING AT STOCK EXCHANGE

The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited & National Stock Exchange of India Limited. Annual listing fees have been paid to these Exchanges for the year 2010-11.

REPORT ON CORPORATE GOVERNANCE:

Your Company has been practicing the principles of good corporate governance over the years and it is a continuous and ongoing process. A detailed report on Corporate Governance is given as Annexure A to this Report. Report on Corporate Governance including Auditors Certificate on Compliance with the code of Corporate Governance under Clause 49 of the Listing Agreement is enclosed as Annexure -A to this report.

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

Information as required to be furnished under the provisions of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are as hereunder:

Conservation of Energy:

The company uses electric energy for air conditioning, computer terminals, lightning and utilities etc in the work premises. All possible measures such as centralized Air conditioning with imported chillers, ev"ry efficient lightning systems etc, have been taken to conserve energy The Company has in place the internal control prod -ures by which the cost of the electricity shall be identified with the project and thereby there will be an incentive for the concerned Department to consume optimum power.

Additional Investment & Proposals for Reduction of Consumption of Energy: Nil.

Total Energy Consumption requirement: Not applicable, as the Company is not engaged in any of the specified industries specified in Schedule 1 to the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules 1988.

Research and Development:

The Company is committed to continue its efforts in Research and Development. Our Research and Development activities will help us gear for future opportunities. We invest and encourage continuous innovation.

Technology Absorption, Adoption and Innovation:

The company being a knowledge based entity, continuously adapts itself to changing technologies so as to adhere to the quality policy and to meet its clients expectations.

Foreign Exchange Earnings and outgo

a. Foreign Exchange Earnings : Rs. 983.03 Lacs

b. Foreign Exchange Outgo : Rs. NIL

ACKNOWLEDGEMENTS:

Your Directors thank all investors, customers, vendors, banks, and service providers as well as regulatory and government authorities for their support. Your Directors greatly appreciate and thank the significant contributions of Employees in the initiatives of the Company.

By the order of the Board of Directors

Sd/-

Place: Hyderabad G.BALA REDDY

Date: 25.08.2010 Chairman & Managing Director