Directors Report of Palred Technologies Ltd.

Mar 31, 2025

The Board of Directors hereby submits the report of the business and operations of your Company (''the Company'' or ''Paired'') along
with the audited “Financial statement for the “Fiscal Year ended March 31, 2025. The Consolidated performance of the Company and
its subsidiaries has been referred to where required.

1. Financial summary/highlights:

The performance during the period ended 31st March, 2025 has been as under:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Turnover/Income (Gross)	150.00	150.00	8 ,566.56	11,598.70
Other Income	388.60	299.62	4 10.06	445.63
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	387.75	298.82	(175.90)	295.16
Less: Depreciation/ Amortisation/ Impairment	5.04	6.16	123.35	165.62
Profit /loss before Finance Costs, Exceptional items and Tax Expense	382.71	292.66	(299.25)	129.54
Less: Finance Costs	1.34	1.71	562.83	639.24
Profit /loss before Exceptional items and Tax Expense	381.37	290.95	(862.08)	(509.70)
Add/(less): Exceptional items	0	(200.65)	0	0
Profit /loss before Tax Expense	381.37	90.30	(862.08)	(509.70)
Less: Tax Expense (Current & Deferred)	174.56	0	174.56	0
Profit /loss for the year (1)	206.81	90.30	(1036.64)	(509.70)
Total Comprehensive Income/loss (2)	(3.03)	(0.62)	3.45	(3.67)
Total (1 2)	203.78	89.68	(1033.19)	(513.36)
Balance of profit /loss for earlier years	(5800.52)	(5890.83)	(6732.91)	(6385.12)
Less: Transfer to Debenture Redemption Reserve	0	0	0	0
Less: Transfer to Reserves	0	0	0	0
Less: Dividend paid on Equity Shares	0	0	0	0
Less: Dividend paid on Preference Shares	0	0	0	0
Less: Dividend Distribution Tax	0	0	0	0
Balance carried forward	(5593.71)	(5800.52)	(7521.10)	(6732.91)

2. Overview & state of the company''s affairs:

Revenues - standalone

During the year under review, the Company has recorded an
income of Rs. 538.60 Lakhs and profit of Rs. 203.78 Lakhs as
against the income of Rs. 449.62 Lakhs and profit of Rs. 89.68
Lakhs in the previous financial year ending 31.03.2024.

Revenues - Consolidated

During the year under review, the Company has recorded an
income of Rs. 8976.62 Lakhs and loss of Rs. (1036.65) Lakhs
as against the income of Rs. 12,044.33 Lakhs and loss of Rs.
(513.36) Lakhs in the previous financial year ending 31.03.2024.

The Company is looking forward for good profit margins in
near future.

3. Dividend:

Keeping the Company''s growth plans in mind, your directors
have decided not to recommend dividend for the year.

4. Transfer to 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.

5. Investor Relations:

The Company continuously strives for excellence in its
Investor Relations engagement with International and
Domestic investors through structured conference-calls and
periodic investor/analyst interactions like individual meetings,
participation in investor conferences, quarterly earnings calls
and analyst meet from time to time. The Company ensures that
critical information about the Company is available to all the
investors, by uploading all such information on the Company''s
website.

6. Material changes & commitment affecting
the financial position of the company:

There have been no 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.

7. Significant & material orders passed by the
regulators or courts or tribunals:

No significant or material orders have been passed against the
Company by the Regulators, Courts or Tribunals, which impacts
the going concern status and company''s operations in future.

8. Transfer of un-claimed dividend to Investor
Education and Protection:

The Company has not transferred any amount against un¬
claimed dividend to Investor Education and Protection Fund
during the period under report.

9. Details of Nodal Officer:

The Company has designated Mr. Harish Naidu as a Nodal
Officer for the purpose of I EPF.

10. 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, the Company has not transferred any amount
to Investor Education and Protection Fund.

11. Revision of financial statements:

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

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

The Company has not undergone any change in the nature of
business during the FY 2024-25.

13. Deposits from public:

The Company has not accepted any public deposits during the
Financial Year ended March 31, 2025 and as such, no amount
of principal or interest on public deposits was outstanding as
on the date of the balance sheet.

Since the Company has not accepted any deposits during the
Financial Year ended March 31, 2025, there has been no non¬
compliance with the requirements of the Act.

14. Subsidiary companies:

Your Company has three subsidiaries namely Palred Technology
Services Private Limited, Palred Electronics Private Limited and
Palred Retail Private Limited as on March 31, 2025.

In accordance with Section 129(3) of the Act, Consolidated
Financial Statements have been prepared which form part of
this Annual Report. As required under Section 129(3) of the

Act read with Rule 5 of the Companies (Accounts) Rules, 2014,
a statement containing the salient features of the financial
statements of the subsidiaries in the prescribed form AOC-1 is
enclosed as Annexure - B to this Report.

In accordance with Section 136 of the Act, the separate audited
accounts of the subsidiary companies will be available on the
website of the Company, www.palred.com and the Members
desirous of obtaining the accounts of the Company''s subsidiaries
may obtain the same upon request. These documents will be
available for inspection by the members, till the date of AGM
during business hours at registered office of the company.

The Policy for determining Material Subsidiaries, adopted by
your Board, in conformity with the SEBI Listing Regulations can
be accessed on the Company''s website at www.palred.com.

15. Performance highlights of key operating
subsidiaries:

Paired Electronics Private limited:

Palred Electronics Pvt Ltd (PEP) owns the consumer electronics
brand, pTron, a leading player in India''s value-focused digital
accessories market. Offering a wide array of affordable and
innovative products—ranging from TWS, Headphones, Smart
Wearables, Power Banks, Bluetooth Speakers, Cables,
and Chargers pTron continues to serve millions of customers
through online, offline, and quick commerce channels.

Economic and Industry Overview

The Indian consumer electronics industry faced continued
turbulence during FY 2024-25. Persistently high inflation,
cautious consumer spending, and significant pricing pressure
across e-commerce platforms created a challenging market
environment. Segments like TWS and Smart Wearables
witnessed sharp degrowth due to saturation and declining
average selling prices (ASPs), while demand in utility-led
segments remained stable.

The year also saw a strong rise in new-age channels like quick
commerce, which offered promising new avenues for reaching
consumers faster and more efficiently, especially for fast-moving
accessories.

Performance Overview

FY 2024-25 was a challenging year for pTron, as the company
dealt with industry-wide headwinds and demand slowdowns.
Despite these conditions, several strategic developments
helped build a stronger foundation for the future:

Manufacturing Capabilities

Over 80% of the company''s volume was assembled in¬
house at the Nacharam facility in Hyderabad. This allowed
pTron to gain better control over quality, reduce lead times, and
improve operating efficiency.

Revenue and Profitability

The company witnessed a decline in overall revenue, led by
sharp de-growth in the TWS segment and muted sales of
Smart Wearables. The company reported a net loss of Rs.
1117.79 Lakhs up from the previous year, primarily due to lower
volumes, intense discounting pressure, and high return rates in
wearables and audio products.

Segment Performance:

While the TWS and Wearables segments underperformed,
Power Banks and Bluetooth Speakers showed positive

momentum. These categories benefitted from stable demand,
improved product quality, and increasing traction in online and
offline markets.

Channel Expansion:

A major strategic highlight was pTron''s successful entry into
quick commerce platforms like Instamart and Zepto, which
opened up a high-velocity channel for fast-moving accessories
and laid the foundation for future volume growth.

Business Strategy

The company''s approach during FY 2024-25 was grounded
in operational consolidation and forward-looking channel
investment. Key strategic focus areas included:

• Enhancing in-house manufacturing efficiencies and
reducing dependency on imports.

• Rationalizing SKUs to focus on profitable, high-conversion
products.

• Expanding distribution through quick commerce platforms.

• Shifting marketing investments to ROI-driven campaigns
and influencer-led product visibility.

Risks and Concerns

The company continues to monitor key risks that could impact
its performance going forward:

• Market saturation and aggressive discounting in TWS and
entry-level wearables.

• Increased customer return rates, especially in low-priced
categories.

• Price pressure and margin compression from marketplaces
and aggregators.

• Fluctuations in raw material prices and potential import cost
escalation due to regulatory changes.

Outlook

FY 2024-25 was a difficult year but also a critical period of reset
for the brand. With category-level learnings, manufacturing
scale, and new distribution channels now in place, pTron is
positioning itself to return to growth. The company will focus
on:

• Scaling its presence in quick commerce.

• Revamping its TWS and wearables line-up with better
product design and performance.

• Investing in marketing efficiency and portfolio depth in
stable categories like Power Banks and Speakers.

Conclusion

FY 2024-25 was marked by both adversity and resilience
for pTron. While the topline and profitability were affected
by external challenges and internal transitions, the strategic
groundwork laid during the year—particularly in domestic
production and channel innovation—has positioned the
company for a stronger and more profitable FY 2025-26.

Paired Retail Private Limited:

Palred Retail Private Limited owns ecommerce website, ptron.
in and www.LatestOne.com that specialize in selling of tech
and mobile accessories such as Bluetooth speakers and
headsets, cables, power banks, headsets, smart watches,
fashion accessories etc.

Paired Technology Services Private Limited:

PTS offers a bouquet of Products through its brand “Xmate”
that is exclusively available on Amazon.in. Xmate Sells
products like Bluetooth headsets, Bluetooth speakers, wired
headsets, chargers and cables, Computer Accessories,
Cameras & Camera Accessories etc. The brand faced many
challenges since inception because of high advertisement
costs and competition from other big brands. The Company
was not able to achieve desired growth and it continues to
make losses. Hence, the Company has decided to exit “Xmate”
brand business.

16. Companies which have become or ceased to
be subsidiaries:

During the FY 2024-25, there was no change in subsidiaries.
For further analysis on the consolidated performance, the
attention is invited to the section on Management Discussion
and Analysis and notes to the consolidated financial
statements.

17. Investment in subsidiaries:

During financial year 2024-25, the Company had not infused
any capital in Subsidiary Companies.

18. Brand protections:

Your Company has taken appropriate actions against
counterfeits, fakes and other forms of unfair competitions/
trade practices.

PALRED, PTRON, #BELOUDBEPROUD, DaZon, Xmate and
LATESTONE are key intangible assets of the Company and its
subsidiaries.

19. Independent director''s familiarization
programmes:

Independent Directors are familiarized about the Company''s
operations, businesses, financial performance and significant
development so as to enable them to take well-informed
decisions in timely manner. Interaction with the Business heads
and key executives of the Company is also facilitated. Detailed
presentations on important policies of the Company are also
made to the directors. Direct meetings with the Chairperson
are further facilitated to familiarize the incumbent Director
about the Company/its businesses and the group practices.
The details of familiarisation programme held in FY 2024-25
are also disclosed on the Company''s website and its web link
is http://www.palred.com

20. Board Evaluation

Performance ofthe Board and Board Committees was evaluated
on various parameters such as structure, composition, diversity,
experience, corporate governance competencies, performance
of specific duties and obligations, quality of decision-making
and overall Board effectiveness. Performance of individual
Directors was evaluated on parameters such as meeting
attendance, participation and contribution, engagement with
colleagues on the Board, responsibility towards stakeholders
and independent judgement. All the Directors were subjected
to peer-evaluation.

All the Directors participated in the evaluation process. The
results of evaluation were discussed in the Board meeting
held in February 2025. The Board discussed the performance
evaluation reports of the Board, Board Committees, Individual
Directors, and Independent External Persons. The Board upon
discussion noted the suggestions / inputs of the Directors.
Recommendations arising from this entire process were
deliberated upon by the Board to augment its effectiveness
and optimize individual strengths of the Directors.

The detailed procedure followed for the performance
evaluation of the Board, Committees and Individual Directors
is enumerated in the Corporate Governance Report.

21. Meetings of the Board:

The Board of Directors duly met Four (5) times on 27.05.2024,
0708.2024, 30.08.2024 13.11.2024 and 13.02.2025 and 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.

22. Committees of the Board:

There are various Board constituted Committees as stipulated
under the Act and Listing Regulations namely Audit Committee,
Nomination and Remuneration Committee, Stakeholders
Relationship and Risk Management Committee. Brief details
pertaining to composition, terms of reference, meetings held
and attendance thereat of these Committees during the year
have been enumerated in Corporate Governance Report
forming part of this Annual Report.

23. Audit Committee Recommendations:

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

24. Directors and key managerial personnel:

As on date of this report, the Company has Six Directors, out of
those three are Independent Directors including one Woman
Independent Directors.

a) Appointment/Re-appointment of Directors of the Company:
Appointment of Mr. Ravichandran Rajagopal (DIN: 00110930)
as an Independent Director of the company in the ensuing
AGM.

Appointment of Mr. Harmendra Gandhi (DIN:03599975) as
an Independent Director of the company in the ensuing AGM

Re-appointment of Mrs. Aakanksha Sachin Dubey (DIN:
08792778) as Independent Director of the company

b) Resignation/ Cessation of Directors of the Company:

During the year, no Director resigned or ceased to be
Director of the Company.

The term of the Independent Directors, namely Mr. Atul
Sharma and Mr. S. Vijaya Saradhi, ended effective 13.05.2025.
Consequently, these Directors have ceased to act as
Independent Directors of the Company from 13.05.2025.

c) Key Managerial Personnel:

Key Managerial Personnel for the financial year 2024-25

• Mr. Palem Supria Reddy, Chairperson & Managing Director
of the company.

• Mr. P. Harish Naidu, Chief financial officer of the company.

• Mr. Shruti Mangesh Rege, Company Secretary &
Compliance Officer of the Company.

25. Statutory audit and auditors report:

The members of the Company at their Annual General Meeting
held on 25th September, 2024 have appointed M/s. MSKC &
Associates, as statutory auditors of the Company to hold office
until the conclusion of 30th Annual General meeting of the
Company.

The Auditors'' Report for fiscal year 2024-2025 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, 2025 from the statutory auditors of the
Company.

The Auditors have confirmed that they have subjected
themselves to the peer review process of Institute of Chartered
Accountants of India (ICAI) and hold valid certificate issued by
the Peer Review Board of the ICAI.

26. Internal auditors:

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
M/s Seshachalam & Co., the Internal Auditor of the Company.

Deviations are reviewed periodically and due compliance was
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
the Board. There were no adverse remarks or qualification on
accounts of the Company from the Internal Auditor.

27. Secretarial Auditor & Audit Report:

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 Mr.
Vivek Surana, Practicing Company Secretary (CP No. 12901)
as the Secretarial Auditor of the Company, for conducting the
Secretarial Audit for financial year ended March 31, 2025.

The Secretarial Audit was carried out by Mr. Vivek Surana,
Practicing Company Secretary (CP No. 12901) for the financial
year ended March 31, 2025. The Report given by the Secretarial
Auditor is annexed herewith as Annexure-L and forms integral
part of this Report.

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

28. Annual Secretarial Compliance Report:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated
February 08, 2019 read with Regulation 24(A) of the Listing
Regulations, directed listed entities to conduct Annual
Secretarial compliance audit from a Practicing Company
Secretary of all applicable SEBI Regulations and circulars/
guidelines issued thereunder. Further, Secretarial Compliance

Report dated May 28, 2025, was given by Mr. Vivek Surana,
Practicing Company Secretary which was submitted to Stock
Exchanges within 60 days of the end of the financial year.

29. Secretarial Audit of Material Unlisted Indian
Subsidiaries:

M/s. Palred Electronics Private Limited (PEP) is a material
subsidiary of the Company undertake Secretarial Audit every
year under Section 204 of the Companies Act 2013. The
Secretarial Audit of PEP for the Financial Year 2024-25 was
carried out pursuant to Section 204 of the Companies Act
2013 and Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015. The Secretarial
Audit Report of PEP, submitted by Mr. Vivek Surana, Practicing
Company Secretary.

The Reports given by the Secretarial Auditor is annexed
herewith and forms integral part of this Report.

As required under Regulation 16(1) (C) of Listing Regulations,
the Company has formulated and adopted a policy for
determining ''Material'' Subsidiaries, which has been hosted on
its website at: https://www. palred.com

30. Cost records and cost audit:

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

31. No Frauds reported by statutory auditors

During the Financial Year 2024-25, 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.

32. Declaration by the Company

None of the Directors of the Company are disqualified for
being appointed as Directors as specified in Section 164 (2)
of the Act read with Rule 14 of Companies (Appointment and
Qualifications of Directors) Rules, 2014.

33. Conservation of energy, technology
absorption and foreign exchange outgo:

The required information as per Sec.134 (3) (m) of the
Companies Act 2013 is provided hereunder and Rule 8 of
Companies (Accounts) Rules, 2014::

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. Technology Absorption:

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

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: Nil

2. Foreign Exchange Outgo: Nil

34. Management discussion and analysis report:

Management discussion and analysis report for the year under
review as stipulated under Regulation 34(2) (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- G to this report.

35. Risk management policy:

The Board of Directors had constituted Risk Management
Committee to identify elements of risk in different areas of
operations and to develop policy for actions associated to
mitigate the risks. The Committee is responsible for reviewing
the risk management plan and ensuring its effectiveness.
The major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a
continual basis.

36. Corporate governance:

Your Company has taken adequate steps to ensure compliance
with the provisions of Corporate Governance as prescribed
under the Listing Regulations. A separate section on Corporate
Governance, forming a part of this Report and the requisite
certificate from the Company''s Auditors confirming compliance
with the conditions of Corporate Governance is attached to the
report on Corporate Governance as Annexure E.

37. Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Companies Act, 2013, the Annual Return of the Company,
prepared in accordance with Section 92(1) of the Act and Rule
11 of the Companies (Management and Administration) Rules,
2014, for the financial year 2024-25, is available in Form MGT-7
on the Company''s website at the following URL: https://www.
palred.com.

38. Authorised and paid-up capital of the
company:

The authorized capital of the company stands at Rs.
35,00,00,000/- divided into 2,80,38,800 equity shares of
Rs.10/- each and 6,96,120 redeemable optionally convertible
cumulative preference shares of Rs. 100/- each. The company''s
paid up capital is Rs. 12,23,25,660/- divided into 1,22,32,566
equity shares of Rs. 10/- each.

39. Declaration of independence:

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 Regulation 16(1)(b) read with Regulation 25 of
the Listing Regulations attached as Annexure K.

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 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).

40. Director''s Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the
Board of Directors, to the best of their knowledge and ability,
confirm that for the financial year ended March 31, 2025:

a) in the preparation of the annual accounts for the financial
year ended 31 March 2025, the applicable accounting
standards and schedule III of the Companies Act, 2013 have
been followed and there are no material departures from the
same;

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 your Company as
on 31 March 2025 and of the profit and loss of the Company
for the financial year ended 31 March 2025;

c) proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 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;

e) Proper internal financial controls laid down by the Directors
were followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

f) Proper systems to ensure compliance with the provisions
of all applicable laws were followed and that such systems
were adequate and operating effectively.

41. Vigil Mechanism/Whistle Blower Policy:

The Company has formulated a Vigil Mechanism / Whistle
Blower Policy pursuant to Regulation 22 of the Listing
Regulations and Section 177(10) of the Act, 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 Managing
Director & CEO and Chairperson of the Audit Committee.

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

The policy is available on the website of the Company at www.
palred.com.

42. Employee stock option scheme:

The Company has an Employee Stock Option (ESOP) scheme,
namely “Employee Stock Option Scheme 2016-” (PALRED
ESOP Scheme) which helps the Company to retain and attract
right talent. The Nomination and Remuneration Committee
(NRC) administers the Company''s ESOP scheme. There were
no changes in the ESOP scheme during the financial year under
review. The ESOP scheme is in compliance with the Securities
and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014 [SEBI (SBEB) Regulations, 2014].

Disclosure in compliance with the SEBI (Share Based
Employee Benefits) regulations, 2014 are available on the
company website of the company at www.palred.com

43. Corporate social responsibility policy:

Since your Company does not have 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.

44. Secretarial Standards:

The Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India and such systems are adequate and operating effectively.
During the year under review, the Company was in compliance
with the Secretarial Standards (SS) i.e., SS-1 and SS- 2, relating
to “Meetings of the Board of Directors” and “General Meetings”
respectively.

45. Insurance:

The properties and assets of your Company are adequately
insured.

46. Particulars of Loans, Guarantees or
Investments

During the year under review, the Company has given a pledge
of fixed assets against the overdraft facility to Palred Electronics
Private Limited (a Subsidiary Company) amounting to Rs. 4750
Crores. Details of loans, guarantees and investments covered
under the provisions of Section 186 of the Act are given in the
notes to the financial statements.

During the year under review , the Company has given a
pledge on fixed assets against the overdraft facility to Palred
Technology Services Private Limited (a Subsidiary Company)
amounting to Rs. 2.40 Crores. Details of loans, guarantees and
investments covered under the provisions of Section 186 of the
Act are given in the notes to the financial statements

47. Internal Financial Control Systems:

Your Company has well laid out policies on financial
reporting, asset management, adherence to Management
policies and also on promoting compliance of ethical and
well-defined standards. The Company follows an exhaustive
budgetary control and standard costing system. Moreover,
the management team regularly meets to monitor goals and
results and scrutinizes reasons for deviations in order to take

necessary corrective steps. The Audit Committee which meets
at regular intervals also reviews the internal control systems
with the Management and the internal auditors.

The internal audit is conducted at the Company and covers
all key areas. All audit observations and follow up actions are
discussed with the Management as also the Statutory Auditors
and the Audit Committee reviews them regularly.

48. 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. During the financial year
2024-25, there were no materially significant related party
transactions made by the Company with Promoters, Directors,
Key Managerial Personnel or other designated persons which
may have a potential conflict with the interest of the Company
at large.

In line with the provisions of Section 177 of the Act read with
the Companies (Meetings of the Board and its Powers) Rules,
2014, omnibus approval for the estimated value of transactions
with the related parties for the financial year is obtained from
the Audit Committee. The transactions with the related parties
are routine and repetitive in nature.

The summary statement of transactions entered into with the
related parties pursuant to the omnibus approval so granted are
reviewed & approved by the Audit Committee and the Board
of Directors on a quarterly basis. The summary statements are
supported by an independent audit report certifying that the
transactions are at an arm''s length basis and in the ordinary
course of business

The Form AOC-2 pursuant to Section 134(3)(h) of the
Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is is annexed herewith as Annexure- C
to this report.

49. 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. The said Policy extract is covered in Corporate
Governance Report which forms part of this Report and is also
uploaded on the Company''s website at www.palred.com.

50. Particulars of Employees and related
Disclosure:

Disclosure pertaining to remuneration and other details
as required under section 197 of the Companies Act, 2013
read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given in
Annexure-D to this Report.

The Statement containing the particulars of employees as
required under section 197(12) of the Companies Act, 2013
read with rule 5(2) and other applicable rules (if any) of the
Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, is provided in a separate annexure
forming part of this report. Further, the report and the accounts
are being sent to the members excluding

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/- per month 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.

51. Shares transferred to investor education and
protection fund:

No shares were transferred to the Investor Education and
Protection Fund during the year under review.

52. Ratio of remuneration to each director:

Under section 197(12) of the Companies Act, 2013, and Rule
5(1) (2) & (3) of the Companies (Appointment & Remuneration)
Rules, 2014 read with Schedule V of the Companies Act,
2013 the ratio of remuneration of Mrs. Palem Supriya Reddy,
Managing Director of the Company to the median remuneration
of the employees is 1.16:1 and of Mr. P. Harish Naidu, CFO of the
Company is 3.10:1.

53. 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.

54. 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.

55. Failure to implement corporate actions:

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

56. Corporate insolvency resolution process
initiated under the insolvency and bankruptcy
code, 2016.

No corporate insolvency resolution processes were initiated
against the Company under the Insolvency and Bankruptcy
Code, 2016, during the year under review.

57. 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.

58. 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 (https:// www.palred.com/investors/ policies). The policies are
reviewed periodically by the Board and updated based on need and new compliance requirement.

Name of the policy	Brief Description	Website link
Board Diversity Policy	At Palred Technologies Limited, we believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors.	https://www.palred. com
Nomination and Remuneration Policy	This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the Directors, key managerial personnel and other employees.	https://www.palred. com
Policy on Material Subsidiaries	The policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance framework for them.	https://www.palred. com
Related Party Transaction Policy	The policy regulates all transactions between the Company and its related parties	https://www.palred. com

59. Statutory compliance:

The Company has complied with the required provisions
relating to statutory compliance with regard to the affairs of
the Company in all respects.

60. Code of conduct for the prevention of insider
trading:

Pursuant to the provisions of SEBI (Prohibition of Insider
Trading) Regulations, 2015 as amended from time to time, the
Company has formulated a Code of Conduct for Prevention
of Insider Trading (“Insider Trading Code”) and a Code of
Practices and Procedures for fair disclosure of Unpublished
Price Sensitive Information (“UPSI”).

The Code of Practices and Procedures for fair disclosure of
UPSI is available on the website of the Company at https://
www. Palred.com

61. CEO/CFO Certification:

As required Regulation 17(8) read with Schedule II of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the CEO/CFO certification is attached with
the annual report as Annexure I.

62. Prevention of sexual harassment at
workplace:

The Company has always believed in providing a safe and
harassment free workplace for every individual working in its
premises through various policies and practices. The Company
always endeavors to create and provide an environment that
is free from discrimination and harassment including sexual
harassment.

The Company has adopted a policy on Prevention of Sexual
Harassment at Workplace which aims at prevention of
harassment of employees and lays down the guidelines for
identification, reporting and prevention of undesired behavior.
An Internal Complaints Committee (“ICC”) has been set up by

the senior management (with women employees constituting
the majority). The ICC is responsible for redressal of complaints
related to sexual harassment and follows the guidelines
provided in the Policy.

During the financial year ended March 31, 2024, no complaints
pertaining to sexual harassment have been received.

63. Green Initiatives:

In commitment to keep in line with the Green Initiative and
going beyond it to create new green initiatives, electronic copy
of the Notice of 26th Annual General Meeting of the Company
are sent to all Members whose email addresses are registered
with the Company/Depository Participant(s). For members
who have not registered their e-mail addresses, physical
copies are sent through the permitted mode.

64. Event Based Disclosures

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

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee''s stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it
for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

65. Other Disclosures:

Your Directors state that no disclosure or reporting is required
in respect of the following items as there were no transactions
on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend,
voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred
to in this Report.

c. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any
of its subsidiaries.

66. Appreciation & acknowledgement:

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 like SEBI, BSE, NSE, NSDL, CDSL, ICICI Bank, Kotak Mahindra Bank and CITI Bank etc. for their
continued support for the growth of the Company.

or and on behalf of the Board of Directors
Paired Technologies Limited

Sd/- Sd/-

P. Supriya Reddy Ravichandran Rajagopal

Chairperson & Managing Director Director

(DIN: 00055870) (DIN: 00110930)

Place: Hyderabad
Date: 28.05.2025

---

Mar 31, 2024

The Board of Directors hereby submits the report of the business and operations of your Company (''the Company'' or ''Paired'') along with the audited “Financial statement for the “Fiscal Year ended March 31, 2024. The Consolidated performance of the Company and its subsidiaries has been referred to where required.

1. Financial summary/highlights:

The performance during the period ended 31st March, 2024 has been as under:

(Amount in Lakhs)
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Turnover/Income (Gross)	150.00	150.00	11,598.70	14,802. 01
Other Income	299.62	191.78	445.63	267.02
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	298.82	181.08	295.16	504.78
Less: Depreciation/ Amortisation/ Impairment	6.16	6.02	165.63	106.28
Profit /loss before Finance Costs, Exceptional items and Tax Expense	292.66	175.06	129.53	397.92
Less: Finance Costs	1.71	2.04	639.23	442.76
Profit /loss before Exceptional items and Tax Expense	290.95	173.02	(509.70)	(44.84)
Add/(less): Exceptional items	(200.65)	102.51	0	0
Profit /loss before Tax Expense	90.30	275.53	(509.70)	(44.84)
Less: Tax Expense (Current & Deferred)	0	0	0	0
Profit /loss for the year (1)	90.30	275.53	(509.70)	(44.84)
Total Comprehensive Income/loss (2)	(0.62)	0.15	(3.67)	8.26
Total (1 2)	89.68	275.68	(513.36)	(36.58)
Balance of profit /loss for earlier years	(5890.83)	(6166.36)	(6385.12)	(5588.06)
Less: Transfer to Debenture Redemption Reserve	0	0	0	0
Less: Transfer to Reserves	0	0	0	0
Less: Dividend paid on Equity Shares	0	0	0	0
Less: Dividend paid on Preference Shares	0	0	0	0
Less: Dividend Distribution Tax	0	0	0	0
Balance carried forward	(5800.52)	(5890.83)	(6732.91)	(6385.12)

2. Overview & state of the company''s affairs:

Revenues - standalone

During the year under review, the Company has recorded an income of Rs. 449.62 Lakhs and profit of Rs. 89.68 Lakhs as against the income of Rs. 341.78 Lakhs and profit of Rs. 275.68 Lakhs in the previous financial year ending 31.03.2023.

Revenues - Consolidated

During the year under review, the Company has recorded an income of Rs. 12044.33 Lakhs and loss of Rs. (513.36) Lakhs as against the income of Rs. 15069.03 Lakhs and loss of Rs. (36.58) Lakhs in the previous financial year ending 31.03.2023.

The Company is looking forward for good profit margins in near future

3. Dividend:

Keeping the Company''s growth plans in mind, your directors have decided not to recommend dividend for the year.

4. Transfer to 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.

5. Investor Relations:

The Company continuously strives for excellence in its Investor Relations engagement with International and Domestic investors through structured conference-calls and periodic investor/analyst interactions like individual meetings, participation in investor conferences, quarterly earnings calls and analyst meet from time to time. The Company ensures that critical information about the Company is available to all the investors, by uploading all such information on the Company''s website.

6. Material changes & commitment affecting the financial position of the company:

There have been no 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.

7. Significant & material orders passed by the regulators or courts or tribunals:

No significant or material orders have been passed against the Company by the Regulators, Courts or Tribunals, which impacts the going concern status and company''s operations in future.

8. Transfer of un-claimed dividend to Investor Education and Protection:

The Company has not transferred any amount against unclaimed dividend to Investor Education and Protection Fund during the period under report.

9. Details of Nodal Officer:

The Company has designated Mr. Harish Naidu as a Nodal Officer for the purpose of I EPF.

10. 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, the Company has not transferred any amount to Investor Education and Protection Fund.

11. Revision of financial statements:

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

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

The Company has not undergone any change in the nature of business during the FY 2023-24.

13. Deposits from public:

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.

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

14. Depository System:

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only with effect from 1st April 2019. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members

holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

15. Subsidiary companies:

Your Company has three subsidiaries namely Palred Technology Services Private Limited, Palred Electronics Private Limited and Palred Retail Private Limited as on March 31, 2024.

In accordance with Section 129(3) of the Act, Consolidated Financial Statements have been prepared which form part of this Annual Report. As required under Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiaries in the prescribed form AOC-1 is enclosed as Annexure - B to this Report.

In accordance with Section 136 of the Act, the separate audited accounts of the subsidiary companies will be available on the website of the Company, www.palred.com and the Members desirous of obtaining the accounts of the Company''s subsidiaries may obtain the same upon request. These documents will be available for inspection by the members, till the date of AGM during business hours at registered office of the company.

The Policy for determining Material Subsidiaries, adopted by your Board, in conformity with the SEBI Listing Regulations can be accessed on the Company''s website at www.palred.com.

16. Performance highlights of key operating subsidiaries:

Paired Electronics Private limited:

Palred Electronics Pvt Ltd (PEP) owns the consumer electronics brand, pTron, which bridges the gap between technology and people. pTron is a prominent player in the Indian consumer electronics market, offering a diverse range of affordable and innovative products, including Headphones, Speakers, Smart Wearables, Power Banks, and Cables & Chargers. With a strong commitment to quality and customer satisfaction, pTron has firmly established itself as a key player in the value-driven segment of the market.

Economic and Industry Overview

The Indian consumer electronics industry faced considerable headwinds during FY 2023-24, primarily due to macroeconomic challenges such as high inflation, rising advertisement costs, and a slowdown in consumer spending, particularly on non-essential goods. The audio segment, which includes headphones and speakers, exhibited mixed trends. Reports by Research And Markets indicate that while the Indian audio device market is projected to grow at a CAGR of 9.4% from 2023 to 2028, the market was constrained in the short term by economic uncertainty and reduced consumer spending power.

Performance Overview

FY 2023-24 was a transformative year for pTron, marked by significant operational advancements and strategic challenges: 1. Manufacturing Capabilities: pTron transitioned into full-fledged manufacturing, with 75% of its products now assembled in-house at its Nacharam facility in Hyderabad. This strategic shift has allowed the company to improve

quality control, reduce costs, and better manage supply chain dynamics. The products assembled in-house include Headphones, Smart Watches, Speakers, Chargers, and Power Banks.

2. Revenue and Profitability: Despite these operational improvements, pTron experienced a decline in overall revenue due to reduced market demand and intensified competition. The company reported a net loss of Rs. 713.50 Lakhs, up from the previous year, largely attributed to lower sales volumes in key segments, high marketing costs, and ongoing price pressures.

Business Strategy

During FY 2023-24, pTron focused on leveraging its new manufacturing capabilities to enhance product quality and cost efficiency. The company also maintained its market presence through aggressive marketing, innovation, and selective investments in growth areas, particularly in resilient categories like Power Banks and Speakers.

Risks and Concerns

Key risks include ongoing market saturation in the audio segment, intensified competition, fluctuating raw material prices, and potential regulatory changes that could impact manufacturing costs and import duties.

Outlook

Looking forward, pTron aims to navigate the challenges of the current market environment by optimizing operations, enhancing profitability, and strategically positioning itself for future growth. The company plans to replicate the success seen in the Power Banks and Speaker segments across other product categories.

Conclusion

FY 2023-24 was a year of significant transformation for pTron, marked by the expansion of its manufacturing capabilities and the transition to in-house assembly of key products. While revenue degrowth and increased losses posed challenges, the company''s investments in manufacturing and its strong performance in the Power Banks and Speaker segments provide a solid foundation for future growth.

Paired Retail Private Limited:

Palred Retail Private Limited owns ecommerce website, ptron. in and www.LatestOne.com that specialize in selling of tech and mobile accessories such as Bluetooth speakers and headsets, cables, power banks, headsets, smart watches, fashion accessories etc.

Paired Technology Services Private Limited:

PTS offers a bouquet of Products through its brand “Xmate” that is exclusively available on Amazon.in. Xmate Sells products like Bluetooth headsets, Bluetooth speakers, wired headsets, chargers and cables, Computer Accessories, Cameras & Camera Accessories etc. The brand faced many challenges since inception because of high advertisement costs and competition from other big brands. The Company was not able to achieve desired growth and it continues to make losses. Hence, the Company has decided to exit “Xmate” brand business..

17. Companies which have become or ceased to be subsidiaries:

During the FY 2023-24, there was no change in subsidiaries. For further analysis on the consolidated performance, the attention is invited to the section on Management Discussion and Analysis and notes to the consolidated financial statements.

18. Investment in subsidiaries:

During financial year 2023-24, the Company had not infused any capital in Subsidiary Companies.

19. Brand protections:

Your Company has taken appropriate actions against counterfeits, fakes and other forms of unfair competitions/ trade practices.

PALRED, PTRON, #BELOUDBEPROUD, DaZon, Xmate and LATESTONE are key intangible assets of the Company and its subsidiaries.

20. Independent director''s familiarization programmes:

Independent Directors are familiarized about the Company''s operations, businesses, financial performance and significant development so as to enable them to take well-informed decisions in timely manner. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. Direct meetings with the Chairperson are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

The details of familiarisation programme held in FY 2023-24 are also disclosed on the Company''s website and its web link is http://www.palred.com

21. Board Evaluation

Performance ofthe Board and Board Committees was evaluated on various parameters such as structure, composition, diversity, experience, corporate governance competencies, performance of specific duties and obligations, quality of decision-making and overall Board effectiveness. Performance of individual Directors was evaluated on parameters such as meeting attendance, participation and contribution, engagement with colleagues on the Board, responsibility towards stakeholders and independent judgement. All the Directors were subjected to peer-evaluation.

All the Directors participated in the evaluation process. The results of evaluation were discussed in the Board meeting held in February 2024. The Board discussed the performance evaluation reports of the Board, Board Committees, Individual Directors, and Independent External Persons. The Board upon discussion noted the suggestions / inputs of the Directors. Recommendations arising from this entire process were deliberated upon by the Board to augment its effectiveness and optimize individual strengths of the Directors.

The detailed procedure followed for the performance evaluation of the Board, Committees and Individual Directors is enumerated in the Corporate Governance Report.

22. Meetings of the Board:

The Board of Directors duly met Four (4) times on 27.05.2023, 11.08.2023, 10.11.2023 and 10.02.2024.and 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.

23. Committees of the Board:

There are various Board constituted Committees as stipulated under the Act and Listing Regulations namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship and Risk Management Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance thereat of these Committees during the year have been enumerated in Corporate Governance Report forming part of this Annual Report.

24. Audit Committee Recommendations:

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

25. Directors and key managerial personnel:

As on date of this report, the Company has Six Directors, out of those three are Independent Directors including one Woman Independent Directors.

a) Appointment/Re-appointment of Directors of the Company: Reappointment of Ms. Stuthi Reddy as Non-Executive Director who retires by rotation and eligible for re-appointment.

b) Resignation/ Cessation of Directors of the Company:

During the year, no Director resigned or ceased to be Director of the Company.

c) Key Managerial Personnel:

Key Managerial Personnel for the financial year 2023-24

• Mr. Palem Supria Reddy, Chairperson & Managing Director of the company.

• Mr. P. Harish Naidu, Chief financial officer of the company.

• Mr. Shruti Mangesh Rege, Company Secretary & Compliance Officer of the Company..

26. Statutory audit and auditors report:

The members of the Company at their Annual General Meeting held on 30th September, 2019 have appointed M/s. MSKA & Associates, as statutory auditors of the Company to hold office until the conclusion of 25th Annual General meeting of the Company.

The existing Statutory Auditors M/s MSKA & Associates., chartered accountants, Hyderabad will retire at the ensuing Annual General Meeting. Accordingly, pursuant to the provisions of sections 139 of the companies Act, 2013 read with rules made there under, and based on the recommendation of the Audit Committee, the Board in its meeting held on 30.08.2024 has appointed M/s MSKC & Associates Chartered Accountants, Hyderabad as the statutory auditors of the company, from the conclusion of 25th Annual General Meeting for a period of five Years till the conclusion of this 30th Annual General Meeting subject to the approval of members in ensuing Annual General Meeting.

The Auditors'' Report for fiscal year 2023-2024 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.

27. Internal auditors:

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 M/s Seshachalam & Co., the Internal Auditor of the Company.

Deviations are reviewed periodically and due compliance was 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 the Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

28. Secretarial Auditor & Audit Report:

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 Mr. Vivek Surana, Practicing Company Secretary (CP No. 12901) 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 Mr. Vivek Surana, Practicing Company Secretary (CP No. 12901) for the financial year ended March 31, 2024. The Report given by the Secretarial Auditor is annexed herewith as Annexure-L and forms integral part of this Report.

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

29. Annual Secretarial Compliance Report:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/ guidelines issued thereunder. Further, Secretarial Compliance Report dated May 27, 2024, was given by Mr. Vivek Surana, Practicing Company Secretary which was submitted to Stock Exchanges within 60 days of the end of the financial year.

30. Secretarial Audit of Material Unlisted Indian Subsidiaries:

M/s. Palred Electronics Private Limited (PEP) is a material subsidiary of the Company undertake Secretarial Audit every year under Section 204 of the Companies Act 2013. The

Secretarial Audit of PEP for the Financial Year 2023-24 was carried out pursuant to Section 204 of the Companies Act 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Secretarial Audit Report of PEP, submitted by Mr. Vivek Surana, Practicing Company Secretary.

The Reports given by the Secretarial Auditor is annexed herewith and forms integral part of this Report.

As required under Regulation 16(1) (C) of Listing Regulations, the Company has formulated and adopted a policy for determining ''Material'' Subsidiaries, which has been hosted on its website at: https://www. palred.com

31. Cost records and cost audit:

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

32. 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.

33. Declaration by the Company

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164 (2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

34. Conservation of energy, technology absorption and foreign exchange outgo:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder and Rule 8 of Companies (Accounts) Rules, 2014::

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. Technology Absorption:

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

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: Nil

2. Foreign Exchange Outgo: Nil

35. Management discussion and analysis report:

Management discussion and analysis report for the year under review as stipulated under Regulation 34(2) (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- G to this report.

36. Risk management policy:

The Board of Directors had constituted Risk Management Committee to identify elements of risk in different areas of

operations and to develop policy for actions associated to mitigate the risks. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis.

37. Corporate governance:

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Regulations. A separate section on Corporate Governance, forming a part of this Report and the requisite certificate from the Company''s Auditors confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance as Annexure E.

38. Annual Return:

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 is also available on the Company''s website URL: https://www.palred.com

39. Authorised and paid-up capital of the company:

The authorized capital of the company stands at Rs. 35,00,00,000/- divided into 2,80,38,800 equity shares of Rs.10/- each and 6,96,120 redeemable optionally convertible cumulative preference shares of Rs. 100/- each. The company''s paid up capital is Rs. 12,23,25,660/- divided into 12232566 equity shares of Rs. 10/- each.

40. Declaration of independence:

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 Regulation 16(1)(b) read with Regulation 25 of the Listing Regulations attached as Annexure K.

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 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. Director''s Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that for the financial year ended March 31, 2024:

a) in the preparation of the annual accounts for the financial year ended 31 March 2024, the applicable accounting standards and schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

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 your Company as on 31 March 2024 and of the profit and loss of the Company for the financial year ended 31 March 2024;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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;

e) Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws were followed and that such systems were adequate and operating effectively.

42. Vigil Mechanism/Whistle Blower Policy:

The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to Regulation 22 of the Listing Regulations and Section 177(10) of the Act, 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 Managing Director & CEO and Chairperson of the Audit Committee.

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

The policy is available on the website of the Company at www. palred.com.

43. Employee stock option scheme:

The Company has an Employee Stock Option (ESOP) scheme, namely “Employee Stock Option Scheme 2016-” (PALRED ESOP Scheme) which helps the Company to retain and attract right talent. The Nomination and Remuneration Committee (NRC) administers the Company''s ESOP scheme. There were no changes in the ESOP scheme during the financial year under review. The ESOP scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 [SEBI (SBEB) Regulations, 2014].

Disclosure in compliance with the SEBI (Share Based Employee Benefits) regulations, 2014 are available on the company website of the company at www.palred.com

44. Corporate social responsibility policy:

Since your Company does not have 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.

45. Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. During the year under review, the Company was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS- 2, relating to “Meetings of the Board of Directors” and “General Meetings” respectively.

46. Insurance:

The properties and assets of your Company are adequately insured.

47. Particulars of Loans, Guarantees or Investments

During the year under review, the Company has given a pledge of fixed assets against the overdraft facility to Palred Electronics Private Limited (a Subsidiary Company) amounting to Rs. 50 Crores. Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

48. Internal Financial Control Systems:

Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies and also on promoting compliance of ethical and well-defined standards. The Company follows an exhaustive budgetary control and standard costing system. Moreover, the management team regularly meets to monitor goals and results and scrutinizes reasons for deviations in order to take necessary corrective steps. The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management and the internal auditors.

The internal audit is conducted at the Company and covers all key areas. All audit observations and follow up actions are discussed with the Management as also the Statutory Auditors and the Audit Committee reviews them regularly.

49. 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. During the financial year 2023-24, there were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, omnibus approval for the estimated value of transactions

with the related parties for the financial year is obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature.

The summary statement of transactions entered into with the related parties pursuant to the omnibus approval so granted are reviewed & approved by the Audit Committee and the Board of Directors on a quarterly basis. The summary statements are supported by an independent audit report certifying that the transactions are at an arm''s length basis and in the ordinary course of business

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is is annexed herewith as Annexure- C to this report.

50. 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. The said Policy extract is covered in Corporate Governance Report which forms part of this Report and is also uploaded on the Company''s website at www.palred.com.

51. Particulars of Employees and related Disclosure:

Disclosure pertaining to remuneration and other details as required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-D to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding

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/- per month 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.

52. Implementation of Corporate Action

During the year under review, the Company has complied with the specified time limit for implementation of Corporate Actions.

53. Shares transferred to investor education and protection fund:

No shares were transferred to the Investor Education and Protection Fund during the year under review.

54. Ratio of remuneration to each director:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of Mrs. Palem Supriya Reddy, Managing Director of the Company to the median remuneration of the employees is 1.20:1 and of Mr. P. Harish Naidu, CFO of the Company is 3.20:1.

55. 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.

56. 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.

57. Failure to implement corporate actions:

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

58. Corporate insolvency resolution process initiated under the insolvency and bankruptcy code, 2016.

No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

59. 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.

60. 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 (https:// www.palred.com/investors/ policies). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

Name of the policy	Brief Description	Website link
Board Diversity Policy	At Palred Technologies Limited, we believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors.	https://www.palred. com
Nomination and Remuneration Policy	This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the Directors, key managerial personnel and other employees.	https://www.palred. com
Policy on Material Subsidiaries	The policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance framework for them.	https://www.palred. com
Related Party Transaction Policy	The policy regulates all transactions between the Company and its related parties	https://www.palred. com

61. Statutory compliance:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

62. Code of conduct for the prevention of insider trading:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the Company has formulated a Code of Conduct for Prevention of Insider Trading (“Insider Trading Code”) and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information (“UPSI”).

The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company at https:// www. Palred.com

63. CEO/CFO Certification:

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is attached with the annual report as Annexure I.

64. Prevention of sexual harassment at workplace:

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behavior. An Internal Complaints Committee (“ICC”) has been set up by the senior management (with women employees constituting the majority). The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

During the financial year ended March 31, 2024, no complaints pertaining to sexual harassment have been received.

65. Green Initiatives:

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Notice of 25th Annual General Meeting of the Company are sent to all Members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their e-mail addresses, physical copies are sent through the permitted mode.

66. Event Based Disclosures

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

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee''s stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

67. Disclosure pursuant to Part A of Schedule V of SEBI LODR

Disclosure pursuant to Part-A of Schedule V read with Regulation 34(3) of SEBI is attached as Annexure-M of this report.

68. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

c. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

69. Appreciation & acknowledgement:

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 like SEBI, BSE, NSE, NSDL, CDSL, ICICI Bank, Kotak Mahindra Bank and CITI Bank etc. for their continued support for the growth of the Company.

---

Mar 31, 2018

To

The Members,

Palred Technologies Limited,

Hyderabad, Telangana, India

The Board of Directors hereby submits the report of the business and operations of your Company (‘the Company’ or ‘Palred’) along with the audited “Financial statement for the “Fiscal Year ended March 31, 2018. The Consolidated performance of the Company and its subsidiaries has been referred to where required.

1. Financial summary/highlights:

The performance during the period ended 31^st March, 2018 has been as under: (Amount in Rs.)

Particulars	Standalone		Consolidated
	2017-2018	2016-2017	2017-2018	2016-2017
Turnover/Income (Gross)	231.53	117.86	5,380.95	4,274.91
Loss before Finance charges, Depreciation, Taxation and Exceptional item	94.46	(123.31)	(549.65)	(1062.44)
Less: Finance charges (excluding amount capitalized)	0	0	3.94	0
Loss before Depreciation, Taxation and Exceptional item	94.46	(123.31)	(553.59)	(1062.44)
Less : Depreciation	22.63	20.96	88.70	75.74
Loss before Taxation and Exceptional item	71.84	(144.26)	(642.29)	(1,138.18)
Less: Exceptional item	0	77.92	0	77.92
Loss before Tax	71.84	(222.18)	(642.29)	(1,216.10)
Less : Current tax	0	74.57	0	74.57
Less: Deferred Tax benefits	0	0	0	0
Less : Taxes of earlier years	0	0	0	0
Loss after Tax	71.84	(296.75)	(642.29)	(1,293.22)

2. Performance Review Revenues - standalone

During the year under review, the Company has recorded an income of Rs. 231.53 Lakhs and profit of Rs. 71.84 Lakhs as against the income of Rs. 117.86 Lakhs and loss of Rs. 296.75 Lakhs in the previous financial year ending 31.03.2017.

Revenues - Consolidated

During the year under review, the Company has recorded an income of Rs. 5,380.95 Lakhs and loss of Rs. 642.29 Lakhs as against the income of Rs. 4,274.91 Lakhs and loss of Rs. 1,290.67 Lakhs in the previous financial year ending 31.03.2017.

The Company is looking forward for good profit margins in near future.

3. Transfer to 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.

4. Material changes & commitment affecting the financial position of the Company

There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this report.

5. Significant & material orders passed by the Regulators or Courts or Tribunals

No significant or material orders have been passed against the Company by the Regulators, Courts or Tribunals, which impacts the going concern status and company’s operations in future.

6. Revision of financial statements:

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

7. 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.

8. Dividend:

Keeping the Company’s growth plans in mind, your Directors have decided not to recommend dividend for the year.

9. Deposits From Public:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

10. Consolidated Financial Statements:

The consolidated financial statements of the Company are prepared in accordance with applicable Ind AS notified by Ministry of Corporate Affairs and form part of this annual report.

11. Indian Accounting Standards:

Your Company has adopted Indian Accounting Standard (Ind AS) notified by MCA and the relevant provision of the Companies Act, 2013 and the general circulars issued by the Ministry of Corporate Affairs from time to time.

The significant accounting policies which are consistently applied have been set out in the notes to the Financial Statements.

12. Subsidiaries:

Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014, a Statement containing the salient features of the financial statements of subsidiaries as on March 31, 2018 in Form AOC-1 is annexed herewith as Annexure- B to this report. Below are the descriptive details about the subsidiaries;

13. Investment in Subsidiaries:

During FY 2017-18, the Company had infused a capital of 13 Crores in its Subsidiaries, Palred Online Technologies Private Limited and Palred Technology Services Private Limited by subscribing to its equity shares.

14. Brand Protections:

Your Company has taken appropriate actions against counterfeits, fakes and other forms of unfair competitions/ trade practices.

PALRED, PTRON, DaZon, Xmate and LATESTONE are key intangible assets of the Company and its subsidiaries.

15. Training of Independent Directors:

Your Company’s Independent Directors are highly qualified and have been associated with corporate and business organizations. They understand Company’s business and activities very well, however, pursuant to Regulation 4 of the Listing Regulations, the Board has shown all the Independent Directors Company’s business and manufacturing activities and were also introduced to Company’s staff.

16. Independent Director’s familiarization programmes

The Company continued with its Independent directors’ familiarization program for familiarizing them with company’s operations, regulatory and critical aspects which would enable them to effectively discharge responsibilities and functions conferred on them. Programs undertaken during the year include:

i. Corporate Strategy & plans of action

ii. GST & SAP implementation and its impact

iii. Workshop on Board Dynamics

iv. Investment of surplus funds, & project status

v. Risk analysis & mitigation framework of the Company

vi. SEBI Regulations & other Statutory laws

vii. Companies Act, 2013 & Amendment rules & regulations Details of familiarization programme imparted is placed on the Company’s website and its web link is http://www.palred. com

17. Evaluation of Board, Committees and Directors

Pursuant to the provisions of the Act and the Listing Regulations, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Further, Independent Directors at a separate meeting evaluated performance of the Non Independent Directors, Board as a whole and ofthe Chairman of the Board.

Manner in which the evaluation has been carried out and matters incidental thereto, have been detailed in the Report on Corporate Governance, which forms part of this report

18. Managerial Remuneration and particulars of employees

Information pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure- D to this report.

Information pursuant to Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten names and other particulars of employees also form part of this report. However, this information is not sent along with this report pursuant to the proviso to Section 136(1) of the Act. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary/Compliance Officer at the registered office address of the Company.

19. Number of Board and Committee Meetings:

Pursuant to Section 134(3) (b), details of Board Meetings held during the year are given in Corporate Governance (Annexure- F) part of this report.

During the year eight board meetings and four audit committee meetings & four Stakeholder Relationship Committee Meetings and two Nomination & Remuneration committee meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

A separate meeting of Independent Directors, pursuant to Section 149(7) read with Schedule VI of the Companies Act, 2013 and Regulation 25 of the Listing Regulations was held on 14 February, 2018.

20. Directors and key managerial personnel:

Mr. Palem Srikanth Reddy is the Chairman and Managing Director of the Company. Mrs. Richa Patnaik, Mr. Atul Sharma and Mr. S. VijayaSaradhi are the Independent Directors on Board of Palred and Mr. Naveen Kumar has appointed as company secretary w.e.f. 01.08.2017.

Mr. Palem Srikanth Reddy earlier was appointed as Managing Director of the Company for a period of 5 years with effect from 18.07.2013 to 17.07.2018 at the 14th Annual General Meeting held on 27.11.2013.

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on 30.05.2018, approved the re-appointment of Mr. Palem Srikanth Reddy (DIN: 00025889) as Managing Director of the Company for a term of five years commencing from 18.07.2018 to 17.07.2023.

21. Regulatory Affairs Between The End of Financial Year And Date Of Report

The following were the regulatory affairs occurred as on the date of Board’s Report -

- As per SEBI Circular No. IMD/FPIC/CIR/P/2018/61 dated 5th April, 2018, the Central Depository Services (India) Limited (CDSL) was appointed as the Designated Depository for the purpose of monitoring the Foreign Investment Limits in the Company.

- As per SEBI Circular No. SEBI/HO/CFD/DCR1/ CIR/P/2018/85 dated 28th May, 2018, the Central Depository Services (India) Limited (CDSL) was appointed as the Designated Depository for the purpose of System Driven Disclosures in Securities Market for the Company.

22. Green Initiative:

Securities and Exchange Board of India (SEBI) has vide its circular No. SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73dated 20th April, 2018 mandated that all the shareholders, whose ledger folio do not have or having incomplete details with respect to their PAN and Bank particulars, must submit the same to the Registrar and Transfer Agent (RTA) or the Company.

Your active co-operation is required in this regard and in order to be a part of the green initiative, to help in conserving trees for a greener India and to enable the Company to disseminate to you all the requisite documents and information electronically, i.e. through emails and make payments of dividend directly into your bank account, you are requested:-

a. To provide your PAN and bank details as required by SEBI. For crediting your dividend amount directly into your bank account through National Automated Clearing House (NACH), a separate form is attached for providing your bank details, kindly fill and sign the form and submit with RTA/Company (for shares held in physical form) or with your depository participant (for shares held in demat form), as the case may be, along with requisite documents mentioned in the form, within stipulated time.

b. To register or update your e-mail address by filling in and signing the attached form and submit with RTA/ Company (for shares held in physical form) or with your depository participant (for shares held in demat form), as the case may be, along with requisite documents mentioned in the form, within stipulated time.

Kindly note that it is mandatory for the Company to mention your bank details on the dividend payment instrument, in case where NACH details are not registered with the Company / RTA.

23. Statutory Auditors :

At the Annual General Meeting held on 30th September, 2016, (17^th AGM) the Company has appointed M/s. Walker Chandiok & Co LLP, Hyderabad (Firm Registration No: 001076N/N500013) as statutory auditors of the Company to hold office until the conclusion of 20th Annual General meeting of the Company. In terms of the first proviso to Section 139 (1) of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders at the Annual General Meeting.

The Board of Directors recommended their re-appointment ratification for the financial year 2018-19. The Auditors’ Report for the financial year 2017-18 is enclosed with the financial statements in this Annual Report.

24. Internal auditors:

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; M/s. Laxminiwas & Co.,. Chartered Accountants were appointed as Internal Auditors of the Company for the Financial Year 2017-18.

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.

The Board has re-appointed M/s. Laxminiwas & Co., Chartered Accountants, Hyderabad as Internal Auditors for the Financial Year 2018-2019.

25. 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, M/s. S. S. Reddy & Associates, Practicing Company Secretaries, was appointed to undertake the Secretarial Audit of the Company for the Financial Year 2017-18.

The Secretarial Audit Report in Form MR 3 is annexed herewith as Annexure- I to this report.

26. Qualifications in audit reports:

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made, if any —

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor’s Report on the Accounts for the year ended March 31, 2018 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 and growth in the market expected in view of the rapid global challenges.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the year ended March 31, 2018 on the Compliances according to the provisions of section 204 of the Companies Act 2013 and and after the sale of business, the Company does not have any operating business yet and is still in the process of appointing right candidate as CFO.

27. No Frauds reported by statutory auditors

There is no instance of frauds reported by the statutory auditors of the Company for the financial year under review under sub Section (12) of Section 143 of the Companies Act, 2013.

28. Conservation of energy, technology absorption and foreign exchange outgo:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder and Rule 8 of Companies (Accounts) Rules, 2014:

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. Technology Absorption:

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

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: Nil

2. Foreign Exchange Outgo: Nil

29. Management discussion and analysis report:

Management discussion and analysis report for the year under review as stipulated under Regulation 4(3) 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- J to this report.

30. Risk management policy:

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

31. Corporate governance:

A Separate section titled “Report on Corporate Governance” along with the Auditors’ Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure- F to this report.

The certificate of compliance on corporate governance by M/s. S.S. Reddy & Associates is annexed herewith as Annexure- G to this report.

32. Committees of the board:

Currently the Board has 4 committees: the Audit Committee, the Nomination and Remuneration Committee, the Stakeholder Relationship Committee and the Risk Management Committee. A detailed note on composition of the Board and its committees is provided in the Corporate Governance Section (Annexure- F) to this Report.

33. Extract of Annual Return:

As provided under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of annual return under form MGT 9 is annexed herewith as Annexure- E to this report.

34. Authorised and paid up capital of the company:

The authorized capital of the company stands at Rs. 35,00,00,000/- divided into 2,80,38,800 equity shares of Rs.10/- each and 6,96,12,014 redeemable optionally convertible cumulative preference shares of Rs. 100/- each. The company’s paid up capital is Rs. 9,73,25,660/- divided into 97,32,566 equity shares of Rs. 10/- each.

35. Declaration by Independent Directors:

All Independent Directors have given declarations that they meet the criteria of independence as prescribed under the provisions ofthe Companies Act, 2013 and Regulations 16(1) (b) and 25 of the Listing Regulations, such declarations are annexed herewith as Annexure- H to this report..

36. Policy on Directors appointment and Remuneration and other details:

The Company’s policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in Corporate Governance Report, which forms part of Annual Report.

37. Director’s Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that: -

a) in the preparation of the annual accounts for the financial year ended 31 March 2018, the applicable accounting standards and schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

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 your Company as on 31 March 2018 and of the profit and loss of the Company for the financial year ended 31 March 2018;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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;

e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and,

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

38. Vigil Mechanism/Whistle Blower Policy:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company has a vigil mechanism to deal with fraud and mismanagement, if any. The policy is on the website of the Company.

39. EMPLOYEE STOCK OPTION SCHEME

Details of the options up to March 31, 2018 are set out in the Annexure- A to this report, as required under clause 12 of the Securities and Exchange Board of India Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014.

40. Corporate social responsibility policy:

Since your Company does not have 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.

41. Secretarial Standards:

The company is in compliance with Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

42. Insurance:

The properties and assets of your Company are adequately insured.

43. Particulars of loans, guarantees:

The Company has not availed any facilities of Credit and Guarantee.

44. Internal Financial Control Systems:

Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies and also on promoting compliance of ethical and well defined standards. The Company follows an exhaustive budgetary control and standard costing system. Moreover, the management team regularly meets to monitor goals and results and scrutinizes reasons for deviations in order to take necessary corrective steps. The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management and the internal auditors.

The internal audit is conducted at the Company and covers all key areas. All audit observations and follow up actions are discussed with the Management as also the Statutory Auditors and the Audit Committee reviews them regularly.

45. Related Party Transactions:

During the financial year 2017-18, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013. All transactions with related parties were reviewed and approved by the Audit Committee. All related party transactions that were entered were on an arm’s length basis and were in the ordinary course of business.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is is annexed herewith as Annexure-C to this report.

46. Disclosure about cost audit:

Cost Audit is not applicable for the financial year 2017-18.

47. Employee relations:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

The ratio of remuneration of each director to the median of employees’ remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure- D to this report.

None of the employees is drawing Rs. 8,50,000/- and above per month or Rs.1,02,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013.

48. Ratio of remuneration to each director:

Ratio of Remuneration to Each Director: Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014, the ratio of remuneration paid to Managing Director and maiden employees is 3:1

49. 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.

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. Prevention of Sexual Harassment at Workplace:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 read with rules made thereunder, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no Complaints pertaining to sexual harassment.

52. Appreciation & acknowledgement:

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 like SEBI, BSE, NSE, NSDL, CDSL, ICICI Bank, Kotak Mahindra Bank, HSBC Bank and State Bank of India etc. for their continued support for the growth of the Company.

For and on behalf of the Board of

Palred Technologies Limited

Sd/-

Palem Srikanth Reddy

Place: Hyderabad Managing Director

Date: 14.08.2018 (DIN: 00025889)

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Mar 31, 2016

Board’s Report

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company ( ‘the Company’ or ‘Palred’) along with the audited financial statement for the financial Year ended March 31, 2016. The Consolidated performance of the Company and its subsidiaries has been referred to where required.

1. FINANCIAL SUMMARY, OPERATION/ RESULTS OF OUR OPERATION:

The financial performance during the financial year 2015-2016 is as hereunder: (Rs. In Lakhs)

Particulars	Standalone		Consolidated
	31-Mar-16	31-Mar-15	31-Mar-16	31-Mar-15
	Audited	Audited	Audited	Audited
Income from operations	-	216.53	3,818.33	704.98
Total expenses	307.00	578.14	6,233.84	1,263.78
Profit / (Loss) from operations before other income, finance costs and exceptional items	(307.00)	(361.61)	(2,415.51)	(558.80)
Other income	230.00	621.43	306.90	650.51
Profit / (Loss) from ordinary activities before finance costs and exceptional items	(87.87)	259.29	(2,108.61)	91.71
Finance costs	(0.87)	(0.53)	(38.74)	(0.98)
Profit / (Loss) from ordinary activities after finance costs but before exceptional items			(2,147.35)	90.73
Exceptional items			-	-
Profit / (Loss) from ordinary activities before tax	(87.87)	259.29	(2,147.35)	90.73
Tax expense	(10.94)	Nil	(9.80)	(1.14)
Net Profit / (Loss) from ordinary activities after tax	(98.81)	259.29	(2,157.15)	89.59
Extraordinary items (net of tax expense)	-	-	-	-
Net Profit / (Loss) for the period/year	(98.81)	259.29	(2,157.15)	89.59
Paid-up equity share capital (Face value ''10 per share) : (refer note 3)	821.31	1951.85	821.31	1,951.85
Reserve excluding revaluation reserves as per balance sheet of previous accounting year	5007.97	6948.39	3,299.62	7,014.24
Earnings Per Share (Basic and Diluted)	-0.89	1.32	(14.40)	0.64

Notes: The above figures are extracted from the standalone and consolidated financial statements.

Share Capital

i. As detailed in the Annual Report 2014-2015, the Company has pursuant to Hon’ble High court order dated 09.06.2015, reduced the paid up capital of the Company to the extent of sixty percent which is in excess of the business requirements of the Company. The record date fixed by the Board of Directors for Reduction of Equity Share Capital was July 9, 2015. The company has paid Rs. 16.50/- per Equity Share to Equity Share Holders of the Company for 60% shareholding reduced by the Company. Consequently, the issued, subscribed and Paid-up capital shall stand reduced to Rs. 7,80,73,940 consisting of 1,56,14,788 Equity Shares of Rs. 5/- each pursuant to Capital reduction.

ii. The Company has allotted 8,11,379 fully paid-up equity shares of Rs. 5/- per share vide Preferential Allotment dated December 16, 2016.

iii. The Company has consolidated its 2 equity shares of Rs. 5 each into 1 equity share of Rs. 10 each in its Extra-Ordinary General meeting held on 13 November 2015. Subsequent to year ended 31 March 2016, the Company obtained the necessary approval from the stock exchanges and trading of equity shares with new face value of Rs. 10 per share has resumed effective from 9 May 2016. The effect of this consolidation of equity shares has been given in computing earnings per share of all periods presented.

iv. (a) Pre-Consolidation, The Authorized and Paid up Capital of the Company is Rs. 35 Crores divided into (a) 5,60,77,600

Equity Shares of Rs. 5/- (Rupees Five Only) each and (b) 6,96,120 Redeemable Preference Shares of Rs.100/-(Rupees One Hundred only).

(b) Post Consolidation, the Authorized and Paid up Capital of the Company is Rs. 35 Crores divided into (a) 2,80,38,800 Equity Shares of Rs. 10/- (Rupees Ten Only) each and (b) 6,96,120 Redeemable Preference Shares of Rs.100/-(Rupees One Hundred only).

Review oi operations:

Revenues - standalone:

Our total income on a standalone basis is Rs. 220 Lakhs as against 621.43 Lakhs in previous year. The Change in Income is on account of Discontinuation of Online E-Commerce business from October 2014, which is operated by Subsidiary Company, Palred Online Technologies Private Limited.

Revenues - Consolidated

Our total income on a consolidated basis increased to Rs. 3818.33 Lakhs from Rs 704.98 Lakhs in the previous year. Our revenues from Palred Online Technologies Private Limited, the e-commerce subsidiary of the Company increased to Rs. 3809.93 Lakhs from 693.25 Lakhs in the previous year. The revenue for Palred Technology Services Private Limited is Rs. 38.4 Lakhs in the 2015-2016.

Profits/Loss - standalone

Loss on Standalone Basis is 98.81 Lakhs as against profit of Rs 259.29 Lakhs in Previous Year. The Change is on account of Discontinuation of Online E-Commerce business from October 2014, which is operated by Subsidiary Company, Palred Online Technologies Private Limited.

Profits/Loss - consolidated

Loss on a consolidated basis amounted to Rs. 2157.15 Lakhs as against Profits of Rs. 89.59 Lkahs in previous Year.

Distribution and Business Promotion Expenses amounted to Rs. 3474.46 and 428.93 Lakhs for the years ended March 31, 2016 and March 31, 2015.

Purchase of Stock was Rs. 1527.06 and 690.00 for the years ended March 31, 2016 and March 31, 2015.

Capital expenditure on tangible assets - standalone

This year, on a standalone basis, we capitalized Rs. 1.42 Lakhs. This Comprises Rs. 1.20 Lakhs for investment in Computer Equipment and the balance Rs 0.22 Lakhs on infrastructures.

Capital expenditure on tangible assets - consolidated

On a consolidated basis, we capitalized Rs. 83.02 Lakhs. During the current year, Rs 32.3 Lakhs has been invested in computer equipment and the balance Rs 51.72 Lakhs on Infrastructure.

Liquidity

We continue to be debt-free and maintain sufficient cash to meet our strategic objectives.

Particulars of Loans, guarantees and investments:

Loans, guarantees and investments covered u/s 186 of the Companies Act, 2013 form part of the financial Statements provided in the Annual report.

Dividend:

Since the Company has ventured in to new businesses after sale of its business and distribution of sale proceeds among its shareholders, your Board of Directors regret their inability to declare dividend for the financial year 2015-2016.

Transfer to Reserves:

The Company has not transferred/proposes to transfer any amount to Reserves.

Public Deposits:

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

Credit & Guarantee Facilities:

The Company has not availed any facilities of Credit and Guarantee. Corporate Social Responsibility Policy:

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 preceding 3 financial years, 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.

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.

Particulars of Contracts or Arrangements with related Parties:

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 2 to Board’s Report.

Ratio of Remuneration to Each Director:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014, the ratio of remuneration paid to Managing Director and maiden employees is 3:1

Material changes and commitments, affecting the financial position of the company between the end of the financial year of the company to which the financial statements relate and the date of the report:

(1) The Shareholders of the Company, have at the Extra Ordinary General Meeting held on 13 November 2015, approved consolidation of 2 equity shares of Rs. 5 each into

1 equity share of Rs. 10 each. Subsequent to year ended 31 March 2016, the Company obtained the necessary approval from the stock exchanges and trading of equity shares with new face value of Rs. 10 per share has resumed effective from 9 May 2016.

(2) As on March 31, 2016 the Company has 98.8% stake in Palred Technology Services Private Limited. On June 20, 2016, the Company has acquire 100% stake by Acquisition of Beneficial Interest in shares of Palred Technology Services Private Limited, making it a wholly owned subsidiary of Palred Technologies Limited.

Management Discussion and Analysis:

In terms of the provisions of Regulations 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015, the Management’s Discussion and Analysis is set out in this Annual report.

II) BUSINESS

Strategy:

Our Strategic objective is to build multiple verticals in E-Commerce and IT and IT related business and obtain sustainable growth. The Key word for the year has been “PERSEVERENCE” and this has been applied to everything we do.

Subsidiaries:

The new domains of Business which have gained momentum during the year are e-commerce and IT solutions for E-commerce,

At the beginning of the year we had two direct subsidiaries -

a) Palred Online Technologies Private Limited and

b) Palred Technology Services Private Limited.

During the year we have established 2 step down Subsidiaries

a) Palred Technology Services USA - subsidiary of Palred Technology Services Private Limited and

b) Palred Online Bilism Teknoljileri Ticaret Anonim Sirketi, Turkey, Istanbul - subsidiary of Palred Online Technologies Private Limited.

Palred Online Technologies Private Limited:

Palred Online Technologies Private Limited owns and operates e-commerce portal, Latestone.com, India’s only e-tailer specialized in tech and mobile accessories such as Bluetooth devices, mobile covers, tablet accessories, cables, power banks, Android TVs, headsets, smart watches or CCTV’s, it stocks over 10,000 different products in its inventory and operates through its own Fulfillment centers in Hyderabad and Delhi.

During the year the company has continued its aggressive growth and has declared a 450% growth in net revenue on a year on year basis. In a very short span of time, Late stone. com has reached a milestone by achieving an average of 4000 orders per day, from an average of 100 orders per day in the beginning. The website receives over 3.5 Million visitors in a month and till date has successfully shipped / delivered more than one million orders since the commencement of its operations.

The average order value on LatestOne.com has increased from INR 450 in 2014-2015 to INR 700 in 2015-2016, The market size of Tech & Mobile accessories market in India is estimated at Rs. 18,000 crores by Value, It is the fastest growing product range in the online category and the Market is expected to grow 20-25% year-on-year for the next 3 years.

The Company also plans to increase revenue by expanding product categories, selling quality products and creating long term goodwill, and set up fulfillment centers, to provide quicker delivery of products sourced locally.

Post Closure of Financial Year, the Company has developed a hybrid model and converted the existing Business Model into a managed marketplace. The Company also established a Fulfillment Centre in Mumbai.

Palred Technology Services Private Limited.

Palred Technology Services Private Limited is the IT vertical of Palred. It provides IT solutions to access relevant data, provided in a timely and cost-effective manner, development of software program for ecommerce portal latestone.com.

During the year, the Board of Directors (the Board’) reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company, which forms part of this Annual Report.

Highlights of performance of subsidiary companies and their contribution to the overall performance of the company

during the period under report have been indicated in the Boards’ Report, wherever required. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-l is appended as Annexure 1 to the Board’s report. The statement provides the details of performance and financial positions of each of the subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements are available on our website, www. palred.com.

Investment in Subsidiaries:

a) Palred Online Technologies Private Limited:

On July 29, 2015 and May 30, 2016, the Board of Palred Technologies Limited, authorized the Company to invest Rs. 10 crores and Rs. 5 Crores respectively in Palred Online Technologies Private Limited.

The Company has undertaken valuation by an independent value and accordingly the investment was made at Rs. 11.50/- per share including a premium of Rs.1.50/- per share .

The Company holds 82% stake in the said subsidiary.

b) Palred Technology Services Private Limited:

On July 29, 2015, the Board of Palred Technologies Limited, authorized the Company to invest Rs. 5 Crores in Palred Technology Services Private Limited.

The Company holds 99.8% stake in the said Subsidiary.

The Company has acquired Beneficial Interest from the shareholders on June 20, 2016 and Palred Technology Services Private Limited is now a wholly owned Subsidiary of Palred Technologies Limited.

Branding:

PALRED, PTRON and LATESTONE are key intangible assets of the Company and its subsidiaries.

III. HUMAN RESOURCE MANAGEMENT

Post sale of Business in 2013, the Company has been venturing new areas of operations. We have received 450 (Approximate) applications from prospective employees. Palred group added 200 employees during 2015-2016, taking the total strength to 185 as on 31.03.2016 from 93 as on 31.03.2015.

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 8,50,000/- and above per month or Rs.1,02,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Particulars of employees

The ratio of remuneration of each director to the median of employees’ remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Board’s report. (Annexure 3).

IV. CORPORATE GOVERNANCE

Our Corporate Governance Philosophy:

An effective corporate governance is crucial for the management of a company’s business affairs as well as for money market communication. Our commitment to higher corporate governance standards is our chance to demonstrate our dedication to well-balanced and transparent rules to the market participants and emphasize the importance of our clearly defined management tools and responsibilities internally

Palred believes that sound corporate governance is critical to enhance and retain investor trust. Accordingly, we always seek to attain performance with integrity. The Board extends its fiduciary responsibilities in the widest sense of the term and aims at enhancing long term shareholder value and respect minority rights in all business decisions.

Palred in its continuous initiative and drive towards good governance and accountability, has upheld the corporate governance through ethical business practices, integrity and transparent business operations. Palred has full support of the board and employees in the corporate governance initiative.

At the core of the corporate governance practice is the board, which oversees how the management serves and protects the interests of all the stakeholders of the company. Palred believes that an active, well informed and independent board is necessary to ensure highest standards of corporate governance.

Number of meetings of the Board

The Board met ten times during the financial year, the details of which are given in the Corporate governance report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

Directors’ appointment and remuneration

The company has majority of Independent Directors on Board. On March 31, 2016, the Board consists of four members, one executive Director and 3 are independent directors.

We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

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

Board evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as :

- Board dynamics and relationships

- Information flows

- Decision-making

- Relationship with stakeholders

- Company performance and strategy

- Tracking Board and committees’ effectiveness

- Peer evaluation

The Companies Act, 2013 states that a formal annual

evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

The evaluation process has been explained in the Corporate Governance report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

Code of conduct

In compliance with Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and the Companies Act, 2013, the Company has framed and adopted a Code of Conduct and Ethics (the Code’). The Code is applicable to the members of the Board, the executive officers and all employees of the Company and its subsidiaries. The Code is available on our website, www. palred.com.

All members of the Board, the executive officers and senior financial officers have affirmed compliance to the Code as on March 31. 2016.

A declaration to this effect, Signed by the Chairman and MD forms part of the Annual Report.

Independent directors

The Companies Act, 2013 provides for the appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 (effective April 1, 2014) provides that independent directors shall hold office for a term of up to five consecutive years on the board of a company; and shall be eligible for re-appointment on the passing of a special resolution by the shareholders of the Company. Accordingly, all independent directors were appointed by the shareholders Annual General Meeting as required under Section 149(10).

Further, Section 149(11) states that no independent director shall be eligible to serve on the board for more than two consecutive terms of five years. Section 149(13) states that the provisions of retirement by rotation as defined in subsections (6) and (7) of Section 152 of the Act shall not apply to such independent directors. None of the independent directors will retire at the ensuing AGM.

Declaration by Independent Directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Directors and Key Managerial Personnel :

Mr. Palem Srikanth Reddy is the Chairman and Managing Director of the Company. Mrs. Richa Patnaik, Mr. Atul Sharma and Mr. S. Vijaya Saradhi are the Independent Directors on Board of Palred.

Inductions and Resignations:

a) Mr. Atul Sharma, Mr. S. Vijaya Saradhi and Mrs. Richa Patnaik have been appointed as Independent Directors at the AGM held on 30.09.2015 for a period of 5 years.

b) The Board on the recommendation of the Nomination and Remuneration Committee, appointed Mrs. N Archana Sastry as Company Secretary effective, October 15, 2015.

c) Mr. T.R.Sivarama Krishnan, and Mr Mohan Krishna Reddy have resigned from the post of Directors w.e.f. 14.08.2015.

d) Ms. A. Amala has resigned resigned from the post of Directors w.e.f. 29.08.2015 respectively.

e) Mr. E. Srinivas Prasad has resigned from the post of Director w.e.f 31.08.2015

Committees of the Board:

Currently the Board has 4 committees: The Audit Committee, the Nomination and Remuneration Committee, the Stakeholder Relationship Committee and the Risk Management Committee. A detailed note on composition of the Board and its committees is provided in the Corporate Governance Section of the Annual Report.

Internal financial control and its adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Significant and material orders

There are no Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

Extract of annual return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure 4 to the Boards’ report.

Secretarial Standards:

The company is in compliance with Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meeting.

Vigil Mechanism:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company www.palred.com.

Directors’ responsibility statement

The financial statements are prepared in accordance with mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 (the Act’), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from the prescribed accounting standards in the adoption of these standards.

The directors confirm that:

- In preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed.

- They 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 and loss of the Company for that period.

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

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

- They have laid down internal financial controls, which are adequate and are operating effectively

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

V. Auditors

Statutory auditors

At the Annual General Meeting held on September 30, 2015, Walker Chandiok &. Co. LLP, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the next Annual General Meeting to be held in the calendar year 2016.

The Company has already received letter from them to the effect that their appointment, if made by the shareholders, would be within the prescribed limits and that they are not disqualified for re-appointment within the meaning of the Companies act 2013. The Board of Directors recommend their re-appointment for the financial year 2015-16. Accordingly, the re-appointment of Walker Chandiok &. Co. LLP, Chartered Accountants, as statutory auditors of the Company, is placed for approval by the shareholders.

The Auditors’ Report for financial year 2015-2016 does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

Internal Audit:

Pursuant to section 138 of the Companies Act, 2013 and rules made there under, M/s. Lakshmi Niwas & Co., Chartered Accountants, Hyderabad were appointed as Internal Auditors of the Company to conduct internal audit of the functions and activities of the company.

The Board has re-appointed M/s. Lakshmi Niwas & Co., Chartered Accountants, Hyderabad as Internal Auditors for the Financial Year 2016-2017.

Secretarial auditor

Mr. S. Sarweswar Reddy & Co, Practicing Company Secretary, was appointed to conduct the secretarial audit of the Company for the financial year 2015-2016, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report for financial year 2015-2016 forms part of the Annual Report as Annexure 5 to the Board’s report. After the sale of business, the Company does not have any operating business yet and is still in the process of appointing right candidate as CFO.

The Board has re-appointed S. Sarweswar Reddy & Co, Practicing Company Secretary, as secretarial auditor of the Company for financial year 2016-2017.

Auditors’ certificate on corporate governance

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors’ certificate on corporate governance is enclosed as Annexure 6 to the Board’s report. The auditors’ certificate for financial year 2015-2016 does not contain any qualification, reservation or adverse remark.

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

The required information as per Sec. 134 (3) (m) of the Companies Act 2013 is provided hereunder and Rule 8 of Companies (Accounts) Rules, 2014:

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. Technology Absorption:

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

2. Technology absorption, adoption and innovation: Nil

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: Nil

2. Foreign Exchange Outgo: Nil

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

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

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

No. of complaints received: Nil

No. of complaints disposed off: Nil

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.

INSURANCE:

The properties and assets of your Company are adequately insured. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

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 like SEBI, BSE, NSE, NSDL, CDSL, ICICI Bank, Kotak Mahindra Bank and State Bank of India etc. for their continued support for the growth of the Company.

For and on behalf of the

Board Palred Technologies Limited

Sd/-

Palem Srikanth Reddy

Chairman and

Place : Hyderabad Managing Director

Date : September 2, 2016 (DIN: 00025889)

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Mar 31, 2015

To the Members,

The Directors have pleasure in presenting before you the 16th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

The performance during the period ended 31st March, 2015 has been as under:

(Rs. In millions)

Particulars 2014-2015 2013-2014 Consolidated Standalone Standalone

Total Income 135.55 83.80 221.19

Total Expenditure 122.22 54.22 207.27

Operating Profit / (Loss) (EBITDA) 13.33 29.58 13.92

Interest - - 0.43

Depreciation and amortization 4.37 3.65 5.63

Profit before Tax 8.96 25.93 7.86

Tax Expense - - 337.73

Profit/(Loss) after tax and before exceptional items 8.96 25.93 (329.87)

Exceptional Items - - 1601.48

Profit/(Loss) after tax and Exceptional Items 8.96 25.93 1271.61

Minority Interest (share of Loss) (3.55) - -

Profit / (Loss) after Minority Interest 12.51

Basic and diluted Earnings per share (in Rs.) 0.32 0.66 32.57

REVIEW OF OPERATIONS:

During the year under review, the Company has recorded a consolidated income of Rs.1355 lakhs and the profit of Rs. 125.10 lakhs as against an income of Rs.2283.39 Lakhs and profit of Rs. 12716.06 Lakhs in the previous financial year ending 31.03.2014.

DIVIDEND:

Since the Company has ventured in to new businesses after sale of its business and distribution of sale proceeds among its shareholders, your Board of Directors regret their inability to declare dividend for the financial year 2014-2015.

REDUCTION OF CAPITAL:

The Company has pursuant to Hon,ble High court order dated 09.06.2015, reduced the paid up capital of the Company to the extent of sixty percent which is in excess of the business requirements of the Company. Consequently, the issued, subscribed and Paid-up capital shall stand reduced from Rs. 195,184,850/- (Rupees Nineteen Crore Fifty One Lakhs Eighty Four Thousand Eight Hundred and Fifty Only) consisting of 39,036,970 (Three Crore Ninety Lakhs Thirty Six Thousand Nine Hundred and Seventy Only) Equity Shares of Rs. 5/- (Rupees Five Only) each fully paid-up to Rs. 78,073,940 (Rupees Seven Crore Eighty Lakhs Seventy Three Thousand Nine Hundred and Forty Only) consisting of 15,614,788 (One Crore Fifty Six Lakhs Fourteen Thousand Seven Hundred and Eighty Eight Only) Equity Shares of Rs. 5/- (Rupees Five Only) each.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

Palred Technology Services Private Limited and Palred Online Technologies Private Limited are the subsidiary companies of Palred Technologies Limited. The performance details of the Subsidiary companies are as under:

Palred Online Technologies Private Limited (Rs. In millions)

Particulars 2014-15 2013-2014

Standalone Standalone

Total Income 69.33 0.28

Total Expenditure 110.29 0.87

Operating Profit / (Loss) (EBITDA) (37.92) (0.59)

Interest

Depreciation and amortization 0.72 0.01

Profit before Tax (38.64) (0.60)

Tax Expense

Profit/(Loss) after tax (38.64) (0.60)

Basic and diluted Earnings per share (in Rs.) (7.55) (6.00)

Palred Technology Services Private Limited (Rs. In millions)

Particulars 2014-15 2013-14

Standalone Standalone - -

Total Income

Total Expenditure 0.99 -

Operating Profit / (Loss) (EBITDA) (0.99) -

Interest - -

Depreciation and amortization - -

Profit before Tax (0.99) -

Tax Expense - - Profit/(Loss) after tax (0.99) -

Basic and diluted Earnings per share (inRs.) (7) -

* FY 2014-15 being first year of operations there are no comparative figures for FY 2013-14

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis as required under clause 49(VIII)(D) of the Listing Agreement forms a part of this Report.

CORPORATE GOVERNANCE

A Separate section titled "Report on Corporate Governance" along with the Auditors, Certificate on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms a part of this report.

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.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year, Mr. Atul Sharma, Mr.S.Vijaya Saradhi and Mrs. Richa Patnaik were appointed as Additional Directors. Now the Board proposes to appoint themas Independent Directors in line with the requirements of the Companies Act, 2013, it is therefore proposed to appoint existing additional directors in the independent category, as Independent Director on the Board of the Company for a term up to five consecutive years. A brief profile of proposed Independent Directors, including nature of their expertise, is provided in this Annual Report.

a) Notice has been received from Members proposing candidature of the Director namely Mr. Atul Sharma, Mr. S. Vijaya Saradhi and Mrs. Richa Patnaik for the office of Independent Director of the Company In the opinion of the Board, they fulfil the conditions specified in the Companies Act, 2013 and the Rules made there under for appointment as Independent Director of the Company.

b) Mr. T.RSivarama Krishnan, Ms. A. Amala and Mr Mohan Krishna Reddy have resigned from the post of Directors we.f 14.08.2015

c) Mr. E. Srinivas Prasad has resigned from the post of Director we.f 31.08.2015

Details of appointments of the director:

Name of the Director Mr. Atul Sharma Mr. S. Vijaya Saradhi Mrs.Richa Patnaik

Date of Birth 27/08/1965 06/10/1959 11/11/1980

Date of Appointment 14/05/2015 14/05/2015 31/08/2015

Qualifications CA M.Com PGDBM

No. of Shares held in the Company 25000 2000 Nil

Directorships held in other companies

(excluding private limited and foreign companies) Nil Nil Nil

Positions held in mandatory committees of other companies Nil Nil nil

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received a declaration from, Mr. S. Vijaya Saradhi, Mr. Atul Sharma and Mrs. Richa Patnaik, 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.

VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company ww.palred.com

DIRECTOR,S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

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

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

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

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

(e) The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

AUDITORS AND AUDITORS REPORT

In the previous Annual General Meeting ( 15th AGM), the Company has appointed M/s. Walker Chandiok & Co., LLP, Chartered accountants as statutory Auditors to hold office until the conclusion of the 16th annual General Meeting. The Company has already received letter from them to the effect that their appointment, if made by the shareholders, would be within the prescribed limits and that they are not disqualified for re-appointment within the meaning of the Companies act 2013. The Board of Directors recommend their re-appointment for the financial year 2015-16.

INTERNAL AUDIT:

M/s. Lakshmi Niwas & Co., Chartered Accountants, Hyderabad are the Internal Auditors of the Company.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of managerial personnel) Rules 2014, Mr. S.Sarveswara Reddy, Practicing Company Secretary has conducted Secretarial Audit of the Company for the FY 2014-15. The Secretarial Audit Report for the FY 2014-15 is annexed hereto and forms part of this Annual report. The Company on large scale operations globally is in the process of appointing right candidate as CFO.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.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 toconserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. 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: 95,15,312

PUBLIC DEPOSITS:

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

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

INSURANCE:

The properties and assets of your Company are adequately insured.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loans, guarantees or investments made under section 186 of the companies Act, 2013 are given in the note to the financial statements.

CREDIT & GUARANTEE FACILITIES:

The Company has not availed any facilities of Credit and Guarantee.

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.

CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since your Company do 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

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 materially significant related party transactions made by the Company with the promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

As required under clause 49(V)(D) of the listing agreement, the Company has formulated a policy for determining 'material, subsidiaries, the said policy is disclosed at Company,s website at www.palred.com

As required under clause 49(VIII)(A)(2) of the listing agreement, the Company has disclosed the policy on dealing with related party transactions at Company,s website at www.palred.com

Your Directors draw attention of the members to Note 32 of the financial statement which sets out related party disclosures.

DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company

RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014, the ratio of remuneration paid to Managing Director and maiden employees is 1:18.

LISTING WITH STOCK EXCHANGES:

The Company is listed with BSE Limited and National Stock Exchange India Limited (NSE) and confirms that it has paid the Annual Listing Fees where the Company,s Shares are listed.

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.

SECRETARIAL STANDARDS EVENT BASED DISCLOSURES

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

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee,s stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013.

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

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

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

- No. of complaints received: Nil

- No. of complaints disposed off: Nil

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.

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

For and on behalf of the Board

Palred Technologies Limited



Place: Hyderabad Palem Srikanth Reddy

Date: 31.08.2015 Managing Director

(DIN: 00025889)

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Mar 31, 2014

Dear Members,

The Directors are pleased to place before the shareholders the Fifteenth Annual Report of Paired Technologies Limited (formerly Four Soft Limited) (herein after referred to as ''Palred'' or ''the Company'') together with the audited financial statements for the year ended March, 31, 2014.

1. Standalone Financial Results

(Rs. In millions except per share data)

For the year ended 31st March

Particulars 2014 2013

Total Income 221.19 341.68

Total expenditure 207.27 342.12

Operating profit/(Loss)(EBITDA) 13.92 (0.44)

Interest 0.43 0.49

Depreciation and amortization 5.63 11.50

Profit before Tax 7.86 (12.43)

Tax Expense 337.73 -

Profit/(Loss) After tax and before exceptional items (329.87) (12.43)

Exceptional Items 1601.48 -

Profit/(Loss) after tax and Exceptional Items 1271.61 (12.43)

Basic and diluted Earnings per share (in Rs.) 32.57 (0.32)

2. Business Performance

During the year under review, the total income of the Company is Rs. 221.19 million as compared to Rs. 341.68 Million of the previous year. The operating profit stood at Rs. 13.92 Million as compared to a loss of Rs. 0.44 Million in the previous year 2012-13. The profit after tax of the Company stood at Rs. 1271.61 Million during the year under review compared to a loss of 12.43 million during the previous year.

Your Company is into providing IT solutions and IT services for Media and Entertainment and Online e-commerce portals after the sale of IT business and investments in the foreign subsidiaries. Your Company conducting its operations in online sale of Laptops, computers, Mobile accessories and computer peripherals through its website www.latestone.com.

3. Declaration of Interim Dividend

The Company has declared an interim dividend of Rs.29/- per share during the year under review. The interim dividend has been paid out of the profits on slump sale of the IT business and investments in the foreign subsidiaries. In view of the requirement of funds for the expansion of business after the sale of IT business and investments in the foreign subsidiaries, the directors do not recommend dividend for the financial year 2013-14.

4. Transfer to reserves

The Company proposes the entire amount of profit after tax for an amount of Rs. 1271.61 Million to be retained in profit and loss account.

5. Fixed Deposits

Your Company has not accepted any fixed deposits and, as such, no principal or interest was outstanding as of the balance sheet date.

6. Issue of equity shares under Employee Stock Option Scheme

During the year under review, your Company has allotted 77,226 shares under the Employee Stock Option scheme to the eligible employees. The Board of Directors had approved allotment of 65,228 shares under ESOP Scheme- 2009 on their Board Meeting held on 30th May, 2013 and 11,938 shares on their Board Meeting held on 10th August, 2013. The Company''s paid-up capital is Rs.195, 184,850/- consisting of 39, 036, 970 equity shares of Rs. 5/- each as on 31st March, 2014. There has been no change in the Authorized capital of the Company during the year under review.

7. Reservation of 20,00,000 shares to the new management team

The Company has reserved 20, 00,000 shares to the new management team, under the Employee Stock Option Scheme. The Board of Directors had given their approval on their meeting held on 13th October, 2013 and the members had given their approval at their general meeting held on 27th November, 2013.

8. Slump sale of business

During the year under review, your Company had sold the IT business and Investments in foreign subsidiaries to Transport I.T Solutions Private Limited, a Kewill Group Company, for a lumpsum consideration of USD 43.4 Million subject to customary price purchase adjustments. The respective sale of business had been approved by the Board of Directors at their meeting held on 10th August, 2013 and the shareholders had given their consent by way of postal ballot on 18th September, 2013.

9. Subsidiaries

As a part of slump sale of business, the entire investments in the share capital of foreign subsidiaries, Four Soft B.V, Four Soft Singapore Pte Ltd., and Four Soft USA Inc. including the step down subsidiaries have been sold off to Kewill Group. During the year under review, Four Soft Malaysia SDN applied for liquidation. As on 31st March, 2014 there are no subsidiaries for your Company.

10. Change in the registered office of the Company

During the year under review, the registered office of the Company has been shifted from 5Q1, A3, Cyber Towers, HITECH City, Madhapur, Hyderabad- 500081 to Plot No.2, 8-2-703/2/B, Road No.12, Banjara Hills, Hyderabad- 500034 with effect from 07th October, 2013.

11. Acquisition

During the year under review, your Company has acquired on January 8th 2014, Deals15.com from Premium Web Services which provides internet services and software services/solutions to business to business e-commerce and website development for the purpose of business operations in online e-commerce as it is being emerged as a profitable area of business and it would be an effective way to initiate the business post sale of Four Soft Limited.

12. Technology - Solutions offered

Presently your Company, after selling 4S products to Kewill, is focusing on three different verticals. The first vertical is online e-commerce solutions. Your Company is focusing on occupying the online electronics accessories e-commerce niche area in India. Your Company is doing Dry Run for your online electronics accessories e- commerce site called LatestOne.com which is powered by Palred Stores. Your Company also offers solution called Palred Stores for e-commerce industry, which would like to open their online store and focus on their business rather than worrying about the technology platform. Your Company is focusing on implementing processes to improve overall shipment delivery turn around, quality of service and better automations. The backend solution has been implemented using Microsoft Dynamics AX 2012 R2. The LatestOne.com site integrates with CCAvenue payment gateway and many of the 3PLs (Bluedart, Aramex, Delhivery, DotZot and EMS) for shipment delivery.

The Second vertical, your Company offers IT-services on high-end solutions like enterprise application integration, data analytics, big data and master data management. The third vertical, your company offers solutions for media and entertainment.

13. Corporate Governance

Your Company has been making every effort to improve governance and transparency in the conduct of business. Your Company is committed to good Corporate Governance coupled with good corporate practices. A detailed report on corporate governance is available as a separate section in this Annual Report. Certificate by a Practicing Company Secretary on compliance with the code of Corporate Governance under Clause 49 of the Listing Agreement is enclosed as an annexure in this Annual Report.

The Company has well framed policies such as Whistle Blower Policy, Fraud Detection Policy and Code of Conduct for prevention of Insider Trading. The Company has internal controls and documented procedures and continues to ensure compliance with the said policies.

14. Management Discussion and Analysis

A report on the Management Discussion and Analysis for the year under review is annexed hereto and forms part of the Annual Report.

15. Directors

Appointment:

With effect from 1st September, 2014, Ms. Amala Mudhapuram has been appointed as Additional Director by the Board of Directors of your Company.

As per the requirements of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the Stock Exchanges, the Independent Directors are not liable to retire by rotation and are to be appointed for a period of Five (5) consecutive years. Hence, Ms. Amala.M, Mr. E. Srinivas Prasad, Mr. A. Mohan Krishna Reddy and Dr. T.R. Sivarama Krishnan are being appointed for a period of five (5) years.

16. Corporate Social Responsibility

At Palred we strongly believe in improving the quality of life of the communities we serve. To achieve this objective, the Palred Technologies CSR team has been actively working on improving the welfare of the socially and economically disadvantaged communities, especially those that exist in and around its areas of primary operation.

Your Company CSR policy encompasses initiatives to encourage sustainable socio-economic development of the community and to improve the quality of life of the people living in the areas in which it operates. In line with the values of all its stakeholders and most importantly, based on a genuine concern for people and the community, we at Palred donated an amount of Rs. 5 Lakhs to Bhupati Raju Sita Devi Charitable Trust, for the education of the children of the trust.

17. Statutory Auditors

The retiring Statutory Auditors of the Company, M/s Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N) hold office as Statutory Auditors till the conclusion of Fifteenth Annual General Meeting and they have confirmed their eligibility and willingness to accept office and be re-appointed as the Statutory Auditors to hold office until the conclusion of sixteenth Annual General Meeting.

The Audit Committee and the Board of Directors recommend the re-appointment of M/s Walker Chandiok & Co. LLP, Chartered Accountants, as the Statutory Auditors to hold office until the conclusion of sixteenth Annual General Meeting.

The Company has received a certificate from M/s Walker Chandiok & Co., LLP to the effect that their re-appointment, if made, would be in accordance with the limits as specified under Section 139 of the Companies Act, 2013 and that they meet the criteria of independence. The proposal of their re-appointment is included in the notice of the ensuing Annual General Meeting.

A report of Auditors on the financials of the Company is appended to this annual report. There are no qualifications in the report.

18. Particulars of Employees

As required under the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended thereon, no employees other than Managing Director are drawing more than rupees sixty lakhs per financial year or rupees Five Lakh per month, as the case may be for the year 2013-14. The particulars are mentioned in annexure II to the Directors'' Report.

19. Disclosures as per Listing Agreement Clause 32

The cash flow statement under indirect method is in accordance with the Accounting Standard on cash flow statement (AS-3) as notified by the Companies (Accounting Standards) Rules, 2006, as amended is appended to this Annual Report.

20. Directors'' Responsibility Statement

Your Company''s Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956 which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

I. The financial statements have been prepared in conformity with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India and requirements of the Companies Act, 1956. There are no material departures in the adoption of applicable Accounting Standards.

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 Company at the end of the financial year ended 31st March, 2014 and of the profit and loss of the Company for the year.

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

IV. We have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis.

The Board of Directors and the management of your Company accepts responsibility for the integrity and objectivity of these financial statements. The estimates and judgments relating to the financial statements have been made on a prudent and reasonable basis, in order to that the financial statements reflect in a true and fair manner; the form and substance of transactions, and reasonably present the Company''s state of affairs and profit for the year.

The financial statements have been audited by Walker Chandiok & Co., LLP Chartered Accountants, the Statutory Auditors.

The Audit Committee of the Company meets periodically with the Statutory Auditors to review the manner in which the auditors are discharging their responsibilities, and to discuss auditing, internal control and financial reporting issues. To ensure complete independence, Statutory Auditors have full and free access to the members of the Audit Committee to discuss any manner of substance.

21. Acknowledgement

Your Directors wish to express their gratitude to the Central and State Governments, investors, Securities and Exchange Board of India, the stock exchanges, analysts, financial institutions, banks, associates, and customers for their support. Your directors commend all the employees of your company for their continued dedication, significant contributions, hard work and commitment.

Place: Hyderabad For and on behalf of the Board of Directors Date: 01.09.2014 Sd/- Palem Srikanth Reddy Chairman & Managing Director (DIN-00025889)

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Mar 31, 2013

To the Members,

The Directors present to you the Fourteenth Annual Report of Four Soft Limited (hereinafter referred to as ''Four Soft'' or ''the Company'') together with the audited financial statements for the year ended on March 31, 2013.

1. Financial results

(Rs.in million except per share data)

For the year ended 31 March Particulars Consolidated Standalone 2013 2012 2013 2012

Total income 1339.42 1272.14 341.68 308.61

Total expenditure 1111.93 1115.38 342.12 373.90

Operating profit / (loss) (EBITDA) 227.49 156.76 (0.44) (65.29)

Interest 20.58 23.82 0.49 0.30

Depreciation 18.44 18.63 11.50 11.76

Profit / (Loss) before tax 188.47 114.31 (12.43) (77.35)

Current tax 30.17 52.71

Deferred tax expense / (benefit) 14.90 (12.02) 23.61

Profit after tax before exceptional items 143.40 73.62 (12.43) (100.96)

Exceptional items (28.15) 68.00

Profit after tax and exceptional items 115.25 73.62 (12.43) (32.96)

Impairment of goodwill resulting on consolidation (500.00)

Reported net profits / (loss) after tax 115.25 (426.38) (12.43) (32.96)

Basic and diluted earnings per share (in Rs) 2.97 and 2.96 (11.00) (0.32) (0.85)

2. Changes to share capital

During the year under review, there has been no change in the Company''s capital structure and the Authorized Share Capital of the Company stands at Rs. 350 million.

3. Dividend

In view of requirement of funds for various business expansion activities in future, the directors do not recommend dividend for the financial year 2012-13.

4. Reserves

There has been no transfer of funds to reserves during financial year 2012-13.

5. Business performance

Total income in financial year ended March 31, 2013, on a consolidated basis, is Rs.1,339.42 million (2012: Rs. 1,272.14 million) and on a standalone basis is Rs.341.68 million (2012: Rs.308.61 million).

Your Company made an operating profit of Rs.227.49 million (2012: Rs.156.76 million) on a consolidated basis. The operating loss on a standalone basis stands at Rs.0.44 million (2012: Loss of Rs.65.29 million). The profit for the year is Rs.115.25 million (2012: excluding impairment of goodwill, Rs.73.63 million) on a consolidated basis. The loss for the financial year ended 31 March 2013 on standalone basis is Rs.12.43 million (2012: Rs.32.96 million).

Your Company has grown by 5.3 % during the year on a consolidated basis. During the year under review your Company increased its client-base globally, built up a robust pipeline and progressed further on large implementations. Your Company''s vision is to become the Industry leader in transportation and logistics vertical and make significant headway in the supply chain/shippers market. By leveraging technology excellence, domain spread and expertise, your Company continues to mine existing customers who contribute to more than 90% of revenues. On a consolidated basis the Company has added assets worth Rs. 8.44 million (2012: Rs. 8.76 million) primarily consisting of computer hardware and furniture & fittings.

Your Company continues to focus on research and development and has incurred Rs.54.10 million (2012: Rs.76.58 million) during the year.

Your Company is operating in the markets such as Europe and the United States which are currently facing economic uncertainties and tough competition. However, your Company''s strong value creating product lines and sales efforts have resulted in closure of 9 contracts during the year in the European, American and Indian market. We see a definite trend in which our target market is shifting towards. Customers are increasingly leaning towards low capital expenditure model of Software as a Service (SaaS). Among the 9 contracts signed during the year, we have signed 2 SaaS contracts in American market.

Our visibility products 4S Visilog® and 4S Visilog Plus® continue to find increased reception among our potential customers. Our pipeline also includes significant number of prospects at different stages of contract finalization.

In addition to our direct sales and inside sales efforts which have resulted in execution of new contracts, we also have increased our order book by account mining of existing customers under implementation in line with the strategy in the previous year

6. Liquidity

Your Company continues to generate cash from operations and has been able to manage its working capital requirements. Your Company has cash equivalents of Rs.214.86 million as at March 31, 2013 (2012: Rs.184.25 million) on a consolidated basis, of which Rs.11.46 million (2012: Rs.17.5 million) were invested in short term liquid instruments.

7. Subsidiaries

Four Soft Ltd has three direct subsidiaries; Four Soft B.V, The Netherlands, Four Soft Singapore Pte Ltd, Four Soft Malaysia Sdn Bhd, and the following six step-down subsidiaries Four Soft Netherlands B.V, Four Soft Nordic A/s, Four Soft UK Ltd, Four Soft USA Inc., Four Soft Japan KK and Four Soft Australia Pty Ltd. All subsidiaries are wholly owned by your Company.

During the year, your Company has neither made any acquisitions nor has setup any subsidiaries. There has been no material change in the nature of the subsidiaries listed aforesaid. A statement with brief financial data of each subsidiary is part of this annual report.

A consolidated financial statement of the Company and its wholly owned subsidiaries is attached as required by the Listing Agreement. The consolidated financial statements have been prepared in accordance with Accounting Standard 21 - "Consolidated Financial Statements" as notified by the Companies (Accounting Standards) Rules, 2006, as amended.

The Ministry of Corporate Affairs has granted general exemption under section 212(8) of the Companies Act, 1956 exempting companies from attaching copies of the Balance Sheet, Statement of Profit and Loss, Reports of the Board of Directors and Auditors of Subsidiaries as specified under Section 212 (1) of the Companies Act, 1956 subject to publication of certain summarized financial information of the subsidiaries in the Annual Report. Accordingly these documents related to subsidiaries are not attached to the Balance Sheet and the summarized financial information related to subsidiaries is included in the Annual Report. Full Annual Report including financial information of the subsidiaries will be available upon request by any member interested in obtaining the same. All the documents related to subsidiaries are kept in the head office of the Company for inspection by any interested shareholder.

8. Solutions offered

Presently, your Company offers solutions for freight forwarding industry, 3PLs and service providers, customs brokerage, contract and warehousing logistics, and for liners, non-vessel operating common carriers (NVOCCs) and agencies. Products in freight forwarding industry include 4S eTrans®, 4S Visilog® and 4S eTrans SME® and that for contract and 3PL warehousing providers include 4S eLog®. In addition, 4S iShipping targets the liners market, 4S eCustoms® targets the customs brokers & shippers and 4S Visilog Plus® which represents the Four Soft shipper logistics industry targets the shippers and manufacturers for their logistic needs. Your Company also offers IT- services including consulting, software development and system integration and implementation in the domain of logistics related I T.

9. Human resources

To remain competitive in the IT industry and achieve its business objectives, your Company understands the need of constantly attracting, grooming and retaining the best talent in the industry for its strategic success.

The Company has focused on transformation through qualitative recruitments across all levels and functions (Project Managers, Technical Designers, QA lead, to name a few). We have focused on premier institutes (IIT Hyderabad, BITS Hyderabad, and NIT to name a few) to hire bright candidates into the organization who have the potential to become the future leaders with their high drive to excel. A concentrated effort in recruitment was taken to make the staff more culturally diverse and further improve workplace demographics by recruiting people from different cities and IT hubs in India.

Talent development and continuous learning have been the focus area during the year. More hours (600 hrs.) of training have been conducted spreading over technical, functional and behavioral growth of the resources. Constant improvements in behavioral skills and updations with advanced technologies have been the core areas for learning opportunities.

To have better control, improved process efficiency and quality, payroll administration and statutory compliances and filings were bought in-house. This has also resulted in a much lower operational cost than what was spent annually for outsourcing it. All these activities are managed and maintained by Company personnel.

Your Company follows performance with engagement methodology where each resource is entitled for having fun at work. Engagement activities with an objective of enhanced communication, cohesiveness and collaboration within the teams have been conducted at regular intervals. These activities have also acted as mode of de-stressing the resources who are sometimes hard pressed due to important project deliverables. Corporate wellness programs inclusive of health check-ups by related specialists paved their way into your Company''s motto for better, fitter and engaged resources.

Your Company has successfully ranked 18th in top 20 IT companies across India with employee headcount less than 2000 in the DQ-CMR Best Employer Survey 2012. It has successfully marked its entry in To p 20 in most of the major categories viz. ''Preferred Employer'' (18th), ''Managing Slowdown'' (17th), ''Company Image'' (18th) and ''HR Ranking'' (13th). It was also conferred with "Best HR Strategic Plan Award" at India Human Capital Summit 2012. This award was given for having best HR strategies in line and supporting the business to achieve its vision.

With various new initiatives planned in the year ahead, your Company aspires to retain or improve its image as an employer of choice and keep attracting and retaining the best talent in the industry for sustained high performance and growth.

10. Processes

Your Company''s quality system is built on three pillars: ISO 9000, CMMI and Lean Management. We have built our process definitions, standards, tools and documents so that the system is in conformance with all the three frameworks. We not only undertake extensive customer satisfaction surveys but also conduct internal audits to maintain and verify high levels of compliance. We are currently CMMI Level 5 Company. This continuous improvement model of CMMI is one of the most prestigious certifications and is a testimony of the organizational focus on process improvements. We initiated Lean Management in the year 2009 and we are reaping benefits of the same in all identified value streams. Measures that validate the success of this program are reduced amounts of rework in the Company, faster implementation cycle for standard implementations and increased automation levels in various functions. Lean is implemented in projects and functions focusing on reducing non value activities and increasing value to customer. Process and templates are reviewed applying lean principles and non-value process steps are removed. This has simplified process implementation for practitioners.

11. Corporate governance

As a good governance initiative, your Company continues to improvise on complying and providing additional disclosures apart from complying with the recommended SEBI guidelines on Corporate Governance. A report on corporate governance along with the certificate from a Company Secretary-in-Practice confirming compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreements with the stock exchanges form part of the Annual Report.

The Company has well framed policies such as the Whistleblower Policy, Fraud Detection Policy and the Code of Conduct for senior officers and executives in the Company. The Company has internal controls and documented procedures and continues to ensure compliance with the said policies.

12. Corporate social responsibility

At Four Soft we strongly believe in improving the quality of life of the communities we serve. To achieve this objective, the communities, especially those that exist in and around its areas of primary operation.

Your Company CSR policy encompasses initiatives to conserve, sustain and renew the environment, to encourage sustainable socio-economic development of the community and to improve the quality of life of the people living in the areas in which it operates. The greatest strength of the Company''s CSR activity is that it is looked upon as a business process, like any other, not post-profit philanthropy. In line with the values of all its stakeholders and most importantly, based on a genuine concern for people and the community, we at Four Soft implemented various CSR activities during the year including the following:

- Donations to Kinnera Welfare Society (Old Age Home) - to mark the occasion of Gandhi Jayanti (02 October 2012), we have distributed woolen clothes, blankets, grocery and other consumables to the residents of the old age home.

- Tribes India (2nd November 2012) - With a noble cause and positive support to tribal craftsmanship in India, a kiosk facility was extended by Tribes India in your Company.

- Blood Donation camp (1st March 2013) - Over 25ltrs of blood for the NTR Memorial Trust blood bank was contributed by your Company staff. The blood bank provides blood free of cost to the poor and collects nominal fee from others.

Consistent with Four Soft''s approach to social responsibility towards nature, the Company continues its march towards "Going Green." Our green policy is consistent with your Company''s commitment to good corporate citizenship and best management practices. We have continued the following initiatives as part of our campaign:

- Go Green Campaign: Dry waste collection by "Aashayein" on 23rd July 2012 as part of Environment - Employment - Education (EEE) campaign. This initiative leads to pollution free environment; provide employment opportunities to under privileged people through Aashayein by way of recruiting them for collecting dry waste from various corporates. Aashayein manufactures and sometimes provides dry waste to relevant small scale business units for recycling to make usable items like paper bags etc.

- Carpooling: As a more environmental friendly and sustainable way to travel, reducing carbon emissions and traffic congestion on the roads; carpooling by employees in your Company has been actively promoted.

Your Company recognizes the importance of quality life, in the growth and development of individuals, country and the world. As such, it always works towards the betterment of the society by conducting various projects and events aligned with its goals.

13. Directors

As per Article 88 of the Articles of Association, Mr. Mohan Krishna Reddy, Director is retiring by rotation at this meeting and being eligible, offers himself for re-appointment.

Pursuant to the provisions of Clause 49 of the Listing Agreement, brief profile of the above director is provided in the notice to the Annual General Meeting.

The Board of directors of your Company recommends his re-appointment.

14. Auditors

M/s. Walker, Chandiok & Co, Chartered Accountants hold office until the conclusion of the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if reappointed.

The Board of Directors recommends the appointment of M/s. Walker, Chandiok & Co, as the Statutory Auditors of the Company for the year 2013-14.

A Report of the Auditors on the financials of the Company is appended to this Annual Report. There are no qualifications in the Report.

15. Disclosures as per Listing Agreement

Clause 32:

The cash flow statement under indirect method is in accordance with the Accounting Standard on cash flow statement (AS- 3) as notified by the Companies (Accounting Standards) Rules, 2006, as amended is appended to his Annual Report.

Director''s responsibility statement as required under Section 217 (2AA) of the Companies Act, 1956 Your directors confirm that -

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

- 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 or loss of the Company for that period.

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

- The directors have prepared the annual accounts on a going concern basis. The financial statements have been audited by M/ s. Walker, Chandiok & Co, Chartered Accountants - the statutory auditors.

16. Four Soft Limited Employee Welfare Trust

The Company has established Four Soft Limited Employees Welfare Trust ("the Trust") to administer the ESOP Scheme and as at March 31, 2013 had issued 1,170,200 equity shares of Rs.5 each, including 217,200 equity shares issued pursuant to issue of bonus shares in 2003.

Pursuant to the ESOP Scheme 2003 the trust has granted equity shares at an exercise price of Rs. 5 each to the eligible employees, which are subject to progressive vesting (1 year after date of issue of options) over a period of three years from the date of grant. As of March 31, 2013 the total shares held by the Trust is 143,987 (2012: 243,987). Mode of settlement of these stock options is equity.

Details of the equity shares issued under ESOP and the disclosures in compliance with clause 12 of the SEBI (Employees Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set out in the annexure to this report.

17. Fixed deposits

Your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the balance sheet date.

18. Personnel

Particulars of employees as required under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended:

There are no such employees who were in receipt of remuneration, which in aggregate, was not less than Rs .60 Lacs for the year 2012-13.

Conservation of energy, research and development, technology absorption, foreign earnings and outgo:

The particulars as prescribed under sub-section (1)(e) of Section 217 of the Companies Act 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, are set out in the annexure included in this report.

19. Acknowledgments

Your directors take this opportunity to convey their appreciation for the support and co-operation received during the year under review, from all the government authorities, shareholders, other stakeholders, clients, vendors, partners, bankers and other business associates. Your directors'' wish to place on record their deep sense of appreciation for the dedicated and sincere services rendered by the employees at all levels.

By order of the Board of Directors Sd/-

M. Raghuram

Hyderabad, August 10, 2013 Company Secretary

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Mar 31, 2010

The Directors have pleasure in presenting to you the Eleventh Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2010.

1. Standalone Financial Results :

Rs. in Million, except per share

Particulars 2009-10 2008-09 Growth%

Total Income 331.52 390.96 -15%

Total Operating Expenditure 282.13 331.21 -15%

Operating Profit (EBITDA) 49.39 59.75 -17%

Interest 15.81 16.94 -7%

Depreciation 14.70 22.42 -34%

Profit Before Tax 18.88 20.39 -7%

Provision for Tax 5.71 2.29 149%

Deferred Tax 1.63 (3.28) -150%

Fringe Benefit Tax - 1.72 -100%

Profit after tax 11.54 19.66 -41%

Basic Earnings per share 0.30 0.51 -41%

Consolidated Financial Results :

Rs. in Million, except per share

Particulars 2009-10 2008-09 Growth%

Total Income 1381.22 2094.38 -34%

Total Operating Expenditure 1247.16 1380.61 -10%

Operating Profit (EBITDA) 134.06 713.77 -81%

Interest 24.71 39.57 -38%

Depreciation 23.86 42.12 -43%

Impairment Loss - 36.40 -100%

Profit Before Tax 85.49 595.68 -86%

Provision for Tax 18.87 144.22 -87%

Deferred Tax 4.83 2.50 93%

Fringe Benefit Tax - 1.72 -100%

Profit after tax 76.65 447.24 -83%

Basic Earnings per share 1.99 11.62 -83%

2. Changes to Share Capital

During the year under review, there has been no change in the Companys capital structure and the Authorized Share Capital of the Company stands at Rs.350 Million.

3. Dividend

The Company has paid in interim dividend of 0.5 per equity share in respect of financial year 2009-10 amounting to Rs.1.14 crores including dividend tax.

4. Transfer to Reserves

The Company proposes the entire amount of Profit after tax of Rs. 11.54 Million to be retained in the profit and loss account.

BUSINESS PERFORMANCE

Result of Operations

During the year under review, the global economic slowdown had impact on the Companys revenues as customers have deferred the decision to make investments in IT systems. However this provides opportunity for your Company in the year 2010-11 as the customers are likely to release the IT budgets withheld last year as the economy is showing sign of improvement. The global logistics industry, market dynamics and the environment in which our business operates has started improving significantly towards the end of year and is likely to benefit us in the next financial year. In current financial year all our flagship products such as 4S eTrans, 4S eLog, 4S Visilog, 4S Visilog Plus and 4S iShipping have been implemented successfully across numerous customers in multiple global locations. With the global economy showing signs of coming out of the recessionary phase, we believe this is the right time to strengthen our sales and marketing engine and take up an aggressive product and services roll out. Accordingly the Company has made significant investment by appointing global sales team in last quarter of the year and will continue investing significantly in products.

Revenues

Total income in financial year 2009-10 is Rs. 331.52 Million (Previous year Rs.390.96 Million) and Rs. 1381.21- Million as per the Consolidated Accounts (previous Year Rs 2094.38 Million).

Operating Profit (EBITDA) is at Rs. 49.39 Million (previous year Rs. 59.75 Million) and Rs.134.06 Million as per Consolidated Accounts (previous year Rs. 713.77 Million). Profit after tax is Rs. 11.54 Million or 3.48% of total income (Previous Year Rs. 19.66 Million or 6.02% of total income) and Rs. 76.65 Million or 5.55% as per the Consolidated Accounts (Previous Year Rs. 447.24 Million or 21.09% of total income)

During the year under review your Company increased its client- base across the globe. Your Company continues to grow towards becoming the Industry leader in this domain, leveraging the excellence in technology, domain and processes and continue to get more than 80% of revenues from existing customers. The Company has incurred capital expenditure of Rs. 0.87 Million for infrastructure and facilities. The Company has incurred Rs. 80.59 Million on R&D expenses for the year 2009-10 as against Rs 59.61 Million during the year 2008-09.

We were also able to close many deals in India during this year and India is now emerging as a potential market which will be untapped for your Company in the years to come. To capitalize on the opportunities that are opening up in the domestic market, we are investing in new marketing initiatives, strengthening IT capability and expanding our research division.

Liquidity

Your Company continues to generate cash from operations and has been able to manage working capital requirements and had cash equivalents of Rs. 21.02 Million as on March31,2010.

SUBSIDIARIES:

We have four subsidiaries; Four Soft B.V., Netherlands, Four Soft Singapore Pte Ltd. Four Soft Malaysia Sdn Bhd, Four Soft Nordic A/S, Denmark and six step-down subsidiaries Four Soft Netherlands B.V., Four Soft UK Ltd. Four Soft USA Inc., Four Soft Japan KK, Four Soft (HK) Ltd. and Four Soft Australia Pty Ltd.

The summary of the key financials of all the four subsidiaries is mentioned below:

Four Soft B.V Netherlands

During the year 2009-10, Four Soft B.V. has made a consolidated net loss after tax of € 0.48 Million (2008-09 profit of € 5.94 Million) on revenue of € 12.78 Million (2008-09 € 22.21 Million).

Four Soft Nordic A/S.

In January 2007, the Company acquired Transaxiom Holding A/S and after the name of the Company was changed to Four Soft Holding A/S. Four Soft Holding A/S merged with Four Soft Nordic A/S on the date of acquisition. Four Soft Nordic A/S generated revenues of DKK 43,56 Million, with a net profit of DKK 6.41 Million.

Four Soft Singapore Pte Ltd

In May 2005 the Company acquired Comex Frontier Pte Ltd. (renamed as Four Soft Singapore Pte Ltd). The Company generated revenues of SG$ 0.93 Million, with gross profit of SG$ 0.35 Million and a net loss of SG$ 0.02 Million.

Our business in Far East has remained at the same level, primarily due to the macro-economic developments. However we anticipate good traction in emerging markets such as Japan and China in the coming years. We have initiated entering into these markets by direct and channel partner models.

Acquisition of Comex Frontier and further developments in far east has let to our entry in the Japanese Market which has huge potential to grow in the future.

Four Soft Malaysia Sdn Bhd

In May 2005, the Company acquired MY Comex Sdn. Bhd. (renamed as Four Soft Malaysia Sdn Bhd). The Company generated revenues of RM 0.11 Million, with a net profit of RM 0.03 Million.

INDUSTRY SOLUTIONS

Presently, your Company offers solutions in the areas of Freight forwarding industry, 3PLs and Service providers, Customs brokerage, Contract & Warehousing Logistics, and for Liners, NVOCCS & Agencies. Products in Freight forwarding industry include 4S eTrans, 4S Visilog iLogistics, Shipper Logistics, and 4S eTrans SME and that for Contract and 3PL warehousing providers include 4S eLog. In addition, 4s iShipping targets the Liners market, 4S eCustoms targets the customs brokers & shippers and 4S Visilog Plus which represents the 4S Shipper Logistics targets the shippers and manufacturers for their logistics. Your Company also offers IT- Services including Consulting, Software Development and System Integration & Implementation in the domain of Logistics related I T.

Your Company had re-branded the product 4S ePOMS to 4S Visilog as a more suitable name for the functionality it provides, namely order management and track and trace, and it being the visibility layer in our product range. Similarly 4S Visilog has been renamed as 4S Visilog Plus as a more appropriate name for its wide encompassing feature set of visibility, order management, freight management, warehouse management etc.

HUMAN RESOURCES

Last year due to global recession, the Company confronted a challenging competitive landscape and industry conditions. In response to the corporate strategic goal of being an internationally leading enterprise and the need for developing the business further, the Company focused on developing a competitive edge in human resources (HR) in support of its business operation. By enhancing its system for employee utilization and optimizing its HR structure, the Company improved its organizational capabilities. The Company consistently innovated its HR management system and process and promoted the application of differentiation and diversified management. All these efforts provided stronger organizational and HR support for the strategic goal of being a worldwide leader in logistics and supply chain management solutions.

The Company has further pursued its HR enhancement work and laid down the theoretical system and basic framework for its competence model building. The fundamental employee management system was consolidated so as to lower employment risks. In light of the current development stage and the direction for future development, the Company strengthened its performance management and brought the motivational and binding effect of the remuneration strategy into full play. The Company earnestly promoted the establishment of its core talent team and continuously optimized the dynamic of talent management system and built up the competitive advantage in key talents. The recruitment management system was fully optimized to maintain the enhancement of the efficiency of talent selection and hiring. The qualities of corporate HR were comprehensively improved by effectively advancing the development of training system, perfecting the internal & external trainer management system, promoting the implementation of the training curriculum, and furthering the popularization of on-the-job learning.

Some of the Key initiatives launched last year and will continue in the Company can be categorized as follows:

Talent Management Program (TMP)

TMP is a skill-based development guide or "road map" designed at identifying, developing and retaining all top-performers identified through the formal performance evaluations. This program aims at career management of these employees into positions of higher responsibility and authority by developing their leadership skills, knowledge and abilities which is not only required in their current work but also in their planned future work. Initially all employees categorized as A-level (top performers) will be part of the TMP and it will be an on-going program in the future.

Participants in TMP will complete a self-assessment to confirm their leadership strengths. Following a conversation with their supervisor and the TMP committee that centers on development needs and interests, the participant will prepare a plan tying their career goals with the priorities of their department. In TMP all employees will be challenged to take responsibility for their development and in return are provided with the support to continually learn.

The Intern/Trainee and Placement Programs

Many existing programs that have been attracting new, young and diverse employee populations into the Company were reviewed, revised, and in some cases expanded. These programs have succeeded in attracting exceptionally talented individuals while providing them with the intense orientation and work experience that makes them productive contributors from the beginning of their employment. These programs are primarily of 2 types:

a) Management Internship (MI) Program - resources, with or without prior work experience, are hired on temporary basis and after performance evaluation are converted into permanent employees, and

b) Management Trainee (MT) Program - for resources with no prior work experience having good academic records and typically hired directly from campuses.

Corporate Human Resource Action Plan

A plan was developed for modernizing human resource management practice through the use of eStart (Strategic Talent Administration, Recruitment and Training) an in-house developed HR Information System software aimed at streamlining the HR policies, process and practices in all regions in which the Company operates its businesses. The plan has three major goals - 1) improved governance with respect to the delivery of HR management, 2) transactional reform, and 3) shared services. Each goal has a set of specific outcomes to be completed. Collectively these goals mean that, once achieved, there will be an even more effective HR coordination to ensure greater efficiency and consistency in administering and monitoring all HR related policies and practices.

PROCESSES

Your Companys quality system is built on three pillars: ISO 9000, CMMI and Lean Management. We have built our process definitions, standards, tools and documents so that the system is in conformance with all these three frameworks. We not only undertake extensive customer satisfaction surveys but also conduct internal audits to maintain and verify high levels of compliance.

CMMi LEVEL 5 CERTIFICATION

Having achieved CMMi level 3 certification last year, we had targeted level 5 certification during 2010 - 11. We have refined our size-based estimation models and put in place process performance models that give the level of certainty to the project managers. They indicate critical sub-phases that managers can analyze and take preventive action so that software delivery is in time and with the expected quality. Through internal assessments and external spot checks, we have demonstrated that projects are operating at higher levels of maturity in their implementations. Thus we are going well on our way to achieve CMMi level certification.

LEAN MANAGEMENT

As you know, we had initiated lean management last year; we are seeing benefits of the same in all identified value streams. Measures that validate the success of this program are reducing amounts of rework in the Company, faster implementation cycle for standard implementations and increasing automation levels in various functions.

CORPORATE GOVERNANCE

As good governance initiative, Four Soft continues to improvise on complying and provide additional disclosures apart from complying with recommended SEBI guidelines on Corporate Governance. A Report on Corporate Governance along with the Certificate of the Practising Company Secretary confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the stock exchanges form part of the Annual Report.

The Company has well framed policies like The Whistle Blower Policy, Fraud Detection Policy and the Code of Conduct for Senior Officers and Executives in the Company. The Company has internal controls and documented procedures and continues to ensure compliance with the said recommendations.

CORPORATE SOCIAL RESPONSIBILITY

As a concerned corporate citizen, Four Soft believes in sharing and contributing to the overall global development. We at Four Soft do not just deliver goods but also believe in sharing health and happiness. Your Company has recognized the underutilized potential of the educated and skilled people in rural areas by new dimension of promoting IT Education in rural schools. Your Company has enabled the economically disadvantaged rural school children to gain access and develop IT skills from a young age. Your Company has tied up with NGOs for working towards bridging this gap between Million of educated but unemployed or under employed youth and shortage of skilled, trained and talented manpower in most sectors including retail, infrastructure,

IT and Pharma and create a win-win situation for the industry as well as to people of the country who need appropriate employment. As a part of this effort, your Company in co- ordination with NGOs has taken up the project on a massive scale to provide IT education in schools. This programme will fill the gap to the benefit of the IT Industry as well as economically disadvantaged rural children.

Flood Relief Operations

October 2, 2009 goes down as the darkest day in the history of Kurnool city as well as scores of villages along the Tungabhadra and Hundri rivers. The city witnessed many floods during its 1000-year existence but the present one left unforgettable deep sorrow.Four Soft and its employees in India have participated in the disaster relief effort by way financial support amounting to over Rs.1.5 lacs and also ground zero support by way of donation of clothes, participating in rescue operations. With over 450 employees in India and a presence in the country for over 11 years, Four Soft was deeply saddened by this tragedy. The contributions to the relief funds marked the solidarity of the Company and its employees to enable speedy easing of the situation caused by unprecedented floods.

Going Green

Consistent with Four Soft approach to social responsibility, the Company is "Going Green." The FS green policy has two primary goals: (a) to lessen the Companies impact on the environment and (b) to become a standard-bearer in the logistics industry in promoting responsible stewardship toward the environment and its natural resources. Four Soft has built and maintained over the years a firm culture that prizes excellence not only in the logistics business, but also in discharging the Companies responsibility to the communities in which our staff live and work. Our green policy is consistent with the 4S commitment to good corporate citizenship and best management practices. The initiative will involve programs and policies in the following areas:

Document Production & Management

The Going Green initiative seeks to (a) decrease our consumption of paper and (b) increase our usage of paper that contains recycled content.

Energy Reduction & Conservation

At Four Soft the green committee is dedicated to reduce the energy footprint in the data center. The policy we adopt for a green data centre is to keep the hot and cold air separate. The Company also proposes for consolidating servers and encourage employees to turn off any equipment that doesnt need to be on when they are not in the office, and if possible unplug them too.

Recycle and Reuse

The policy includes reduce, reuse, recycle programs including reducing the volume of disposable materials used at our offices and by offering each employee a reusable mug for daily beverages; thus discouraging the use of disposable glass and further the policy also encourages recycling.

Four Soft Emission Calculators

Four Soft in conjunction with FFIFA members has developed an emission calculator, which provides detailed data of emissions, which allows transport and logistics companies to document and report the emission of co2 and other green house gases directly to the transport customers, as well as in the preparation of environmental reports.

Vendor & Client Programs

Our Going Green initiative seeks to address the consumer choices we make across the breadth of our operations, from office supplies and equipment to commercial real estate. We also seek to participate in our clients vendor programs, wherever possible.

Office Green Committees

A key component to our Going Green initiative will be the formation of Green Committees in every office. The Green Committee will be responsible for promoting, implementing, monitoring, and reporting the status and progress of our offices Going Green efforts.

Four Soft as a commitment to the Environment and to running an Energy Efficient business for its associates, customers, community and stakeholders has been working towards becoming an environment friendly organization.

DIRECTORS:

Mr. Joergen Winther Nielsen was appointed as Additional Director by the Board of Directors in its meeting held on 20 January, 2010. As per the provisions of the Section 260 of the Companies Act, 1956 Mr. Joergen Winther Nielsen shall hold office up to this Annual General Meeting. Mr. Joergen Winther Nielsen is eligible for re-appointment as Director of the Company. The Company has received a Notice along with requisite fee from member under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Joergen Winther Nielsen as Director of the Company.

As per Article 88 of the Articles of Association Dr. Sivaramakrishnan and Mr. Srinivas Prasad, Directors are retiring by rotation at this meeting and being eligible, offer themselves for re-appointment.

Pursuant to the provisions of Clause 49 of the Listing Agreement, brief profiles of the above directors are provided in the notice to the Annual General Meeting.

The Board of Directors of your Company recommends their appointment / re-appointment.

AUDITORS:

M/s. Walker, Chandiok, Chartered Accountants hold office until the conclusion of the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if reappointed.

The Board of Directors recommends the appointment of M/s. Walker, Chandiok & Co, as the Statutory Auditors of the Company for the year 2010-11.

AUDITORS REPORT:

A Report of the Auditors on the financials of the Company is appended to this Annual Report.

The observations made by the auditors in the audit report are self explanatory.

DISCLOSURE AS PER LISTING AGREEEMNT:

Clause 32:

The cash flow statement in accordance with the Accounting Standard on cash flow statement (AS-3) issued by ICAI is appended to this Annual Report.

Clause: 43A

Your Companys shares are listed on the Bombay Stock Exchange Limited, Mumbai (Stock Code: 532521) and National Stock Exchange of India Limited, Mumbai (Stock Code: FOURSOFT). The Annual Listing Fees for the year 2010-11 has been paid.

Directors Responsibility Statement as required under Section 217 (2AA) of the Companies Act, 1956

Your Directors confirm that -

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

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

- the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- the directors had prepared the annual accounts on a going concern basis.

The financial statements have been audited by Walker Chandiok & Associates, Chartered Accountants - the statutory auditors.

Employee Welfare Trust

The Company has established Four Soft Limited Employees Welfare Trust ("The Trust") to administer the ESOP Scheme and as at March 31, 2010 had issued 1,170,200 equity shares of Rs.5 each, including 217,200 equity shares issued pursuant to issue of bonus shares in 2003. Pursuant to the ESOP Scheme the trust has granted equity shares at an exercise price of Rs. 5 each to the eligible employees, which are subject to progressive vesting (1 year after date of issue of options) over a period of three years from the date of grant. As of March 31, 2010 the total shares held by the Trust is 466,318 (previous year 556,856). Mode of settlement of these stock options is equity.

Outstanding at the beginning of the year 345,352

Granted during the year -

Forfeited during the year 56,834

Exercised during the year 117,993

Expired during the year -

Outstanding at the end of the year 2118,512

Exercisable at the end of the year Nil

Employees receiving 5% and more during the year Nil Diluted EPS, pursuant to issue of shares in

accordance with AS 20 Rs.0.31

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the balance sheet date.

PERSONNEL

Particulars of employees as required under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is attached to this Report

Conservation of energy, research and development, technology absorption, foreign earnings and outgo:

The particulars as prescribed under Subsection (1)(e) of Section 217 of the Companies Act 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, are set out in the annexure included in this report.

ACKNOWLEDGMENTS:

Your Directors take this opportunity to convey their appreciation for the support and co-operation received during the year under review, from all the Government Authorities, Shareholders, other Stakeholders, Clients, Vendors, Partners, Bankers and other Business Associates. Your Directors wish to place on record their deep sense of appreciation for the dedicated and sincere services rendered by the Employees at all levels.



For and on behalf of the Board of Directors

Sd/-

Place : Hyderabad Palem Srikanth Reddy

Date : 19th of August 2010 Chairman & Managing Director