Capricorn Systems Global Solutions Ltd Directors Report

To,

The Members,

CAPRICORN SYSTEMS GLOBAL SOLUTIONS LIMITED

Your Directors have pleasure in presenting the 39th (Thirty Ninth) Annual Report of your Company together with the Audited Accounts for the financial year ended 31st March, 2024 and the report of the Auditors thereon.

FINANCIAL RESULTS

The summarized results of your Company are given in the table below:

(Figures in Hundreds)

Particulars	31-03-2024	31-03-2023
Revenue from Operations	82,970.65	1,31,902.60
Total Income	82,970.65	1,31,902.60
Employee Benefit Expense	72,756.96	1,00,598.66
Depreciation and Amortization Expense	80.75	29.57
Other Expenses	26,011.79	25,189.35
Total Expenditure	98,849.50	1,25,817.58
Profit from operations before other income	(15,878.85)	6,085.02
Other Income	912.91	1,339.43
Profit / (Loss) Before Tax	14,965.94	7,424.45
Less : Tax Expense	245.50	2,020.32
Profit / (Loss) for the year after Tax	(14,720.44)	5,404.13
Add : Other Comprehensive Income	(380.50)	2,729.30
Total Comprehensive Income	(15,100.94)	8,133.43

REVIEW OF OPERATIONS:

Turnover for the year ended 31st March, 2024 was 82,970.65 (in hundreds) as against 1,31,902.60 (in hundreds) in the previous year. The Company registered a Loss of 15,100.94 (in hundreds) as against Profit of 8,133.43 (in hundreds) in the previous year. The operations of the company are impacted by slowdown in the business from the existing customers during the year.

MATERIAL CHANGES :

The company expects that the present market environment in which it is operating would continue and There are no material Changes and Commitments which occurred between the end of the financial year to which the financial statements relate and the date of this Report.

INDUSTRY STRUCTURE AND DEVELOPMENT:

The company is engaged in the business of software development, providing software development and consultancy services in the fields of software and allied services. The industry is expected to grow at the moderate rate compared to the earlier period and the company is expecting to improve its operations.

LISTING OF EQUITY SHARES:

The Companys Equity shares are presently listed on BSE Limited and the Company has paid the Annual Listing Fees to the said Stock Exchanges for the financial year 2023-2024.

SOP FINES BY BSE:

As per Regulations 33, 31,27(2), 6(1), 29(2), 29(3) of SEBI, every listed entity shall submit the quarterly and year-to-date standalone financial results to the stock exchange within 45 days from the end of each quarter. The Company duly submitted the quarterly financial results within the prescribed time as stipulated in the SEBI regulations. However, due to a change in the format, the financial results submitted by the Company were not considered by the stock exchange, and it was treated as though the Company had not submitted any financial results. Consequently, a penalty of Rs. 34,618.80 (in hundreds) was levied by BSE, for the period from 2014-2022 which the Company has paid the entire fines by the end of July 2024.

DIVIDEND

To conserve the resources in the Expansion of the business operations, your directors did not recommend any dividend during the year.

TRANSFER TO RESERVES

There was no transfer to Reserves during the financial year under report as the company has incurred loss during the year the same is adjusted against the opening balance of reserves.

SHARE CAPITAL

The Authorized Share Capital of the Company remains unchanged during the financial year 2023-24 CHANGE IN NAUTURE OF BUSINESS, IF ANY:

During the year under review, there has been no change in the nature of business of the Company.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY:

The Company does not have any subsidiaries or associate companies. Hence the required information under this head is not being attached to the report.

CORPORATE GOVERNANCE:

The Corporate Governance Report and a certificate by the Statutory Auditors regarding compliance of the conditions of corporate governance by your Company as stipulated in Listing Regulations SEBI 2015 of the Listing Agreement with Stock Exchanges are annexed to this Report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All the Independent Directors have given declarations of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in subsection (6) of Section 149 of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors duly met 5 times during the year viz 28.05.2023, 13.08.2023, 03.09.2023, 14.11.2023, 14.02.2024. The intervening gap between any two Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013. All the recommendations given by the Audit Committee are accepted by the Board.

CHANGE OF DIRECTORS AND MANAGEMENT

No Changes.

Impact of Covid-19 to form part of the boards report which shall include the following :

World has witnessed covid-19 pandemic which has affected the whole economic system drastically, however during this period, your company has not been impacted on adversly as employees were permitted to work from home.

PROVISIONS OF INDEPENDENT DIRECTORS

The performance of the Individual Directors on the Board and the Committees thereof is done by the Board and the Independent Directors in their exclusive meeting done as per the policy formulated by the Board in this regard.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys 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.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

i. In the preparation of the annual accounts for the financial year 2023-24, the applicable accounting standards have been followed and there are no material departures;

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

iii. and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. prepared the annual accounts on a going concern basis;

v. laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

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

RISK AND RISK MITIGATION POLICY:

The operations of the company are dependent on the export to overseas markets The international economic environment directly influences the spending patterns of the industry on the Information Technology. Also with the growing demand for the skilled manpower and ever growing business environment poses risk of availability of skilled man power. With the employee friendly policies the company pursued the employee retention rate has been very high in the company.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall under any of the criteria specified under the provisions of Companies Act, 2013. Hence the Company has not constituted any committee and is not required to furnish information required under the provisions of the said Act.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There have been no loans, guarantees and investments under Section 186 of the Act during the financial year 2023-2024.

TRANSACTIONS WITH RELATED PARTIES:

There are no related party transactions during the year except that are entered in the ordinary course of business and on arms length basis. There were no materially significant related party transactions between your Company and the Directors, promoters, Key Managerial Personnel and other designated persons which may have a potential conflict with the interest of company at large.

Form AOC 2 for disclosure of particulars of contracts / arrangements, entered into by your company with related parties is attached herewith as Annexure I.

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

Information in accordance with clause (m) of sub section (3) of Section 134 of the Companies Act, 2013 is annexed herewith as Annexure II.

DIRECTORS REPORT:

Particulars of employees pursuant to Section 134 (3) (q) and Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part of the Directors Report for the year ended 31st March 2024 as Annexure III.

PARTICULARS OF EMPLOYEES:

There are no employees in the company whose names are required to be furnished as per the information and statement containing particulars of employees required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) and Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Nomination and remuneration committee of the Company has affirmed that the remuneration is as per the Remuneration policy of the Company.

Your Directors take this opportunity to record their deep appreciation of the continuous support and contribution from all employees of the Company.

EXTRACT OF ANNUAL RETURN:

As required under Sub-Section (3) of Section 92 of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 an extract of Annual Return in Form MGT 9 forms part of this report as Annexure IV.

DEPOSITS:

During the year under review 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.

AUDITORS AND THEIR REPORT :

M/s. SNMR & Associates, Chartered Accountants, Hyderabad was appointed as Auditors of the Company for a term of 5 (Five) consecutive years at 37th Annual General Meeting held on 30th September, 2022. They have confirmed that they are not disqualified from continuing as auditors of the company. The Auditors Report does not contain any qualifications, reservations, adverse remark or disclaimer.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s Aakash Agarwal, Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2023-2024. The Secretarial Audit report is annexed herewith as Annexure V

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2023-2024, the Company has not received any complaints on sexual harassment.

GENERAL

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:

1. Details relating to deposits covered under Chapter V of the Act.

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

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

4. Cost Audit is not applicable for the financial year 2023-24.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the assistance and co-operation extended by the Bankers and various State and Central Government Agencies. Your Directors also thank all the Customers for their continuous support, Employees for their continued dedicated services, Members for their valuable support and confidence in the Company.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

Annexure - II to the Directors Report

Information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies

(Accounts) Rules, 2014 and forming part of the Directors Report

A. CONSERVATION OF ENERGY:

a. Adequate measures have been taken to conserve energy wherever possible.

b. Additional investments and proposals, if any, being implemented for reduction of consumption of energy: NIL

c. Impact of measures for reduction of energy consumption / energy conservation: NIL

B. RESEARCH AND DEVELOPMENT & TECHNOLOGY ABSORPTION :

1. The company has an Inhouse team for upgradation / development of technologies and products.

2. Benefits Derived : Faster turnaround time in delivery of the projects.

3. Future plan of action : Enhancing the capacity & capability of the team as per growth needs of the company.

C. In case of imported technology, imported during the last 5 years reckoned from the beginning of the financial year, following information may be furnished:

a. Technology Imported: N. A.

b. Year of Import: N. A.

c. Has technology fully absorbed areas where this has not been taken place, reasons thereof and plan of action: N. A.

D. FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services, and export plans:

b. Total Foreign Exchange used and earned:

S.No. Particulars of the transaction	2023 - 2024 (Rs. in Hundreds)	2022 - 2023 (Rs. in Hundreds)
1. Total Foreign Exchange earnings	87,445.00	1,20,338.00
2. Foreign Exchange outgo	Nil	Nil

Annexure - III to the Directors Report

Particulars of employees pursuant to Section 134 (3) (q) and Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part of the Directors Report for the year ended 31st March 2024

S. No. Requirements of Rule 5 (1)	Details
1 Ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year 2023 - 24	Mr. Manmohan Rao Suddala Mrs. Lakshmi Gurram Mrs. Vuddaraju Triveni	0.81 0.06 0.07
2 The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2023 - 24	NIL

Statement pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part of the Directors Report for the year ended 31st March 2024

(A) Personnel who are in receipt of remuneration aggregating not less than Rs.1,02,00,000 per annum and employed through out of the financial year

Name	Designation & Nature of Duties	Remuneration (Gross)	Qualification	Date of Commencement of Employment	Age in Years	Last Employment
NIL

(B) Personnel who are in receipt of remuneration aggregating not less than Rs.8,50,000 per month and employed for part of the financial year

Name	Designation & Nature of Duties	Remuneration (Gross)	Qualification	Date of Commencement of Employment	Age in Years	Last Employment
NIL

CERTIFICATEOF NON-DISQUALIFICATION OF DIRECTORS

Pursuance of sub clause (i) of clause 10 of Part C of Schedule V of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (LODR)

To,

The Members,

CAPRICORN SYSTEMS GLOBAL SOLUTIONS LIMITED # 1-120/B/28, Plot No. 28, Siri Enclave Colony, Nizampet,

Opp. Vignan School Back Gate, Bachupally, Hyderabad - 500090 Telangana

We have examined the relevant registers, records, forms and disclosures received from the directors of Capricorn Systems Global Solutions Limited [CIN: L52510TG1985PLC043347] having registered office at Plot No 8-2-686/B/6/401, 4th Floor, 12thSquare Building, Road No 12, Banjara Hills, Hyderabad- 500034Telangana (hereinafter referred as Company) produced before us by the company for the purpose of issuing this certificate, in accordance with regulation 34(3) read with schedule V Para-C sub clause 10(i) of Securities exchange board of India (Listing Obligations and Disclosure requirements) regulations, 2015 as amended.

In our opinion and to the best of our information and according to the verifications including DIN (Director Identification Number) Status at www.mca.gov.in as considered necessary and explanations furnished to us by the company and its officers, We hereby certify that none of the Directors on the Board of the Company for financial year 2023-2024 have been debarred or disqualified from being appointed or continuing as director of companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority.

S.No. Name of the Director	DIN	Date of Appintment
1 Mr Manmohan Rao Suddhala	00109433	27/05/2004
2 Mr Kollu Venkata Srinivasa Rao	02834578	30/06/2008
3 Mrs. Lakshmi Gurram	07145515	31/03/2015
4 Mrs Vuddaraju Triveni	08267772	03/09/2021

Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of the management of the company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the company nor the efficiency of effectiveness with which the management has conducted the affairs of the company.

Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12 (1) of the Company (Management & Administration) Rules, 2014

I. REGISTRATION & OTHER DETAILS :

1. CIN	L52510TG1985PC043347
2. Registration Date	16/03/1985
3. Name of the Company	CAPRICORN SYSTEMS GLOBAL SOLUTIONS LIMITED
4. Category / Sub-Category of the Company	Public Company / Limited by Shares
5. Address of the Registered Office & Contact Details	# 1-120/B/28, Plot No. 28, Siri Enclave Colony, Nizampet, Opp. Vignan School Back Gate, Bachupally, Hyderabad - 500090 Email id: complianceofficer@capricomsys-global.com CIN: L52510TG1985PLC043347
6. Whether listed Company	Yes
7. Name, Address & Contact details of the Registrar & Transfer Agent, if any	VENTURE CAPITAL AND CORPORATE INVESTMENT PRIVATE LIMITED Regd. Off : "Aurum", D.No.4-50/P-II/57/4F & 5F, 4th & 5th Floors, Plot No. 57, Jayabheri Enclave, Phase - II, Gachibowli, Hyderabad - 500032. Ph : 040-23818475 / 76 email: investor.relations@vccipl.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10% or more of the total turnover of the company shall be stated)

S.No. Name and Description of Main Products / Services	NIC Code of the Products / Service	% to Total Turnover of the Company
1. Computer Programming, Consultancy and related activities	620	100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES :

S.No. Name and Address of the Company	CIN/GLN	Holding / Subsidiary/ Associate	% of shares held	Applicable Section
1 NIL	NIL	NIL	N.A.	N.A.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

Category-wise Share Holding

Category of Share holders			No. of Shares held at the beginning of the year (As on 31-March-2023)				No. of Shares held at the beginning of the year (As on 31-March-2024)				% Change during the Year
			Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters
1. Indian
a. Individuals/ HUF			2115385	NIL	2115385	52.94	2115385	NIL	2115385	52.94	NIL
b. Central Govt			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
c. State Govt(s)			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
d. Bodies Corp			268600	NIL	268600	6.72	268600	NIL	268600	6.72	NIL
e. Banks/FI			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
f. Any other			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Total Share holding of (A)1			2383985	NIL	2383985	59.66	2383985	NIL	2383985	59.66	NIL
2. Foreign
a. NRI Indivi- dials			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
b. Other Individuals			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
c. Bodies Corporate			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
d. Any other			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Sub Total (A) 2			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
TOTAL (A)			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
B. Public Shareholding
1. Institutions			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
a. Mutual Funds			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
b. Banks / FI			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
c. Central Govt			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
d. State Govt(s)			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
e. Venture Capital Funds			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
f. Insurance Companies			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
g. fiis	NIL			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
h. Foreign Venture Capital Funds	NIL			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
i. Other (Specify	) NIL			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Sub Total (B)(1	NIL			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
2. Non Institutions
a. Bodies Corp
i. Indian	113502			NIL	113502	2.84	113541	NIL	113541	2.84	NIL
ii. Overseas	NIL			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
b. Individuals	NIL			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
i. Individual shareholders holding nominal share capital upto Rs.2lakh	394410			32500	426910	10.68	432991	32500	465491	11.65	0.97
ii. Individual shareholders holding nominal share capital excess Rs.2lakh	1028939			30000	1058939	26.50	990319	30000	1020319	25.53	-0.97
c. Others (specify)	NIL			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Non Resident Indians	12664			NIL	12664	0.32	12664	NIL	12664	0.32	NIL
Overseas Corporate Bodies	NIL			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Foreign Nationals	NIL			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Clearing Members	NIL			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Trusts	NIL			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Foreign Bodies - D R	NIL			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Sub Total (B) (2)	1549515			62500	1612015	40.34	1549415	62500	1612015	40.34	NIL
Total Public Shareholding (B) = (B)(1)+ (B)(2)	NIL			NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
C. Shares held by Custodian for GDRs & ADRs		NIL		NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Grand Total (A+B+C)		3926000		62500	3996000	100	3926000	70000	3996000	100	NIL

B. Share holding of Promoter :

S. No. Shareholders Name	Shareholding at the beginning of the year 01-04-2023			Shareholding at the end of the year 31-03-2024			% change in share holding during the year
	No. of Shares	% of total Shares of the company	%of shares Pledged/ encumbered to total shares	No. of Shares	% of total Shares of the company	%of shares Pledged/ encumbered to total shares
1. S. Manmohan Rao	1707223	42.72	NIL	1707223	42.72	NIL	NIL
2. G. Surender Reddy	300000	7.51	NIL	300000	7.51	NIL	NIL
3. Laxmi Twisters Pvt Ltd.	268600	6.72	NIL	268600	6.72	NIL	NIL
4. S. Sarala Devi	88064	2.20	NIL	88064	2.20	NIL	NIL
5. I. Deepa	20098	0.50	NIL	20098	0.50	NIL	NIL

C) Change in Promoters Shareholding (please specify, if there is no change) :

S. No. Particulars	Shareholding at the beginning of the year		Cumulative Shareholding during the year
	No. of Shares	% of total shares of the company	No. of Shares	% of total shares of the company
1. S. MANMOHAN RAO
At the beginning of the year	1707223	42.72	1707223	42.72
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/ transfer/bonus/sweat equity etc.) - (*)	NIL	NIL	NIL	NIL
At the end of the year	1707223	42.72	1707223	42.72
2. S. SARALA DEVI
At the beginning of the year	88064	2.20	88064	2.20
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/ seat equity etc.) - (*)	NIL	NIL	NIL	NIL
At the end of the year	88064	2.20	88064	2.20
3. I. DEEPA
At the beginning of the year	20098	0.50	20098	0.50
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/ seat equity etc.) - (*)	NIL	NIL	NIL	NIL
At the end of the year	20098	0.50	20098	0.50

 

4. SURENDER REDDY GARLAPATI
At the beginning of the year	300000	7.51	300000	7.51
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/ transfer/bonus/sweat equity etc.) - (*)	NIL	NIL	NIL	NIL
At the end of the year	300000	7.51	300000	7.51
5. LAXMI TWISTERS PRIVATE LIMITED
At the beginning of the year	268600	6.72	268600	6.72
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/ seat equity etc.) - (*)	NIL	NIL	NIL	NIL
At the end of the year	268600	6.72	268600	6.72

D. Shareholding Pattern of top ten Shareholders :

(Other than Directors, Promoters and Holders of GDRs and ADRs) :

Sl. No. Particulars of Top 10 Shareholders	Shareholding As on 31st March 2024		Shareholding As on 31st March 2023
	No. of shares	% of total shares of the Company	No. of shares	% of total shares of the Company
1 Shah Kirit M	295539	7.40	295539	7.40
2 Raj Kumar	280829	7.03	300000	7.50
3 Suresh K Jajodia	100000	2.50	100000	2.50
4 Dhanraj Ashok Jalan	60000	1.50	60000	1.50
5 Chandra Shekhar Bhatt	51600	1.29	51600	1.29
6 Geremella Shesha Chalapathi Rao	51000	1.28	51000	1.28
7 Nupur Lath	50000	1.25	50000	1.25
8 Pinky Jajodia	44800	1.12	44800	1.12
9 Daya Varma	30000	0.75	30000	0.75
10 Savi Portfolio Management Services Ltd	30000	0.75	30000	0.75

E Shareholding of Directors and Key Managerial Personnel :

S. No Shareholding of each Directors and each Key Managerial Personnel	Shareholding at the beginning of the year		Shareholding at the during of the year
	No. of Shares	% of total shares of the company	No. of Shares	% of total shares of the company
1. Mr. S. Man Mohan Rao
At the beginning of the year	1707223	42.72	1707223	42.72
Date wise Increase / Decrease in Shareholding during the year			NIL	NIL
At the end of the year	1707223	42.72	1707223	42.72
2. Mr. K.V. Srinivasa Rao
At the beginning of the year	NIL	NIL	NIL	NIL
Date wise Increase / Decrease in Shareholding during the year	NIL	NIL	NIL	NIL
At the end of the year	NIL	NIL	NIL	NIL
3. Mrs. Gurram Lakshmi
At the beginning of the year	NIL	NIL	NIL	NIL
Date wise Increase / Decrease in Shareholding during the year	NIL	NIL	NIL	NIL
At the end of the year	NIL	NIL	NIL	NIL
4. Mrs. V. Triveni
At the beginning of the year	NIL	NIL	NIL	NIL
Date wise Increase / Decrease in Shareholding during the year	NIL	NIL	NIL	NIL
At the end of the year	NIL	NIL	NIL	NIL

V. INDEBTEDNESS - Indebtedness of the Company including interest outstanding / accrued but not due for payment.

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebted ness
Indebtedness at the beginning of the Financial Year				/
i) Principal Amount				/
ii) Interest due but not paid				/
iii) Interest accrued but not due			/
Total ( i+ ii + iii )			/
Change in Indebtedness during the Financial Year			/
* Addition
* Reduction		/
Indebtedness at the end of the Financial Year		/
i) Principal Amount	-	/
ii) Interest due but not paid
iii) Interest accrued but not due
Total ( i + ii + iii )

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL -

A. Remuneration to Managing Director, Whole-time Directors and/or Manager :

S. No. Particulars of Remuneration	Name of MD/WTD/ Manager	Total Amount
1. SUDDALA MAN MOHAN RAO	Director
Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	Rs.75,000 per month (For 7 months only)	Rs.5,25,000 pa.
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961
2. Stock Option
3. Sweat Equity
4. Commission - as % of Profit - others, specify...
5. Others, please specify
Total (A)	Rs.75,000 per month	Rs.5,25,000 p.a.
Ceiling as per the Act	Rs.2,42,00,000 p.a.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL -

B. Remuneration to Director and/or Manager :

S. No. Particulars of Remuneration	Name of MD/WTD/ Manager	Total Amount
1.
a. Others, please specify
Total (B)

C. Remuneration to other Directors

S.No. Particulars of Remuneration	GLakshmi		V. Triveni	Total Amount
1 Independent Directors
Fee for attending board committee meetings
Others, please specify - Sitting Fee
Total (1)
2 Women Director
Others, please specify - Sitting Fee	72,000		84,000	1,56,000
Total (2)	72,000		84,000	1,56,000
3 Other Non-Executive Directors
Others, please specify	--			--
Total(3)	--			--
Total (C) = (1+2+3)	72,000		84,000	1,56,000
Total Managerial Remuneration (A+B+C)				10,56,000
Overall Ceiling as per the Act	"With in limits" in ceiling limits section

D. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

S.No. Particulars of Remuneration	Key Managerial Personnel
	CEO	CS	CFO	Total
1. Gross Salary
a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961		3,60,000	8,73,704	12,33,704
b) Value of perquisites u/s 17(2) Income-tax 1961
c) Profits in lieu of salary under section 17(3) Income Tax Act, 1961
2 Stock Option
3 Sweat Equity
4 Commission
- as % of profit
others, specify
5 Others, please specify
Total		3,60,000	8,73,704	12,33,704

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES :

BSE has impoosed SOP fines on comapny of INR 34,618.80 (in hundreds) and GST INR 3,231.38 (in hundreds). Company has paid the entire fines by end of July 2024.

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March 2024 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

The Members

CAPRICORN SYSTEMS GLOBAL SOLUTIONS LIMITED # 1-120/B/28, Plot No. 28, Siri Enclave Colony, Nizampet,

Opp. Vignan School Back Gate, Bachupally, Hyderabad - 500090 Email id: complianceofficer@capricomsys-global.com CIN: L52510TG1985PLC043347

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by CAPRICORN SYSTEMS GLOBAL SOLUTIONS LIMITED(hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, forms and returns filed and other records and minutes as maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has during the audit period covering the financial year ended on March 31,2024, complied with the statutory provisions listed hereunder and also that the Company has proper Board- processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, forms and returns filed except minutes books and other records maintained by the Company for the financial year ended on March 31,2024 according to the provisions of:

(1) The Companies Act, 2013 (the "Act") and the rules made there under and other applicable provisions of the Companies Act, 1956 which are still in force, if any;

(2) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made there under;

(3) The Depositories Act, 1996 and the Regulations and Bye-laws framed under that Act;

(4) Foreign Exchange Management Act, 1999 and the rules made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings, if any;

(5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations, 2009 - Not applicable to the Company during the Audit Period

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee benefits) Regulations, 2014 notified on 28th October, 2014 Not applicable to the Company during the Audit Period

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008 Not applicable to the Company during the Audit Period

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable to the Company during the Audit Period

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 Not applicable to the Company during the Audit Period

i. The Securities and Exchange Board of India (Listing obligations and disclosure requirements) Regulations, 2015

j. Other Laws specifically applicable to the Company as per the representations made by the management, such as;

(a) Information Technology Act, 2000;

(b) The Employees Provident Funds and Miscellaneous Provisions Act, 1952

(c) Employees State Insurance Act, 1948

(d) The Payment of Bonus Act, 1965

(e) The Payment of Gratuity Act, 1972

(f) Goods and Service Tax Act, 2017

Further as per the explanation given by the Company there are no specific acts applicable to be Company to be reported in my Report.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. *As per Regulation 15 (2) to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply in respect of a listed entity whose paid up equity share capital does not exceed Rs.10 crores and net worth does not exceed Rs.25 crores as on March 31,2024 to the extent that they are addition to the requirements specified under the Companies Act, 2013.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above.

I have also examined compliance with the applicable clauses of the following:

i) The Listing Agreements entered into by the Company with BSE Limited.

ii) Secretarial Standards issued by the Institute of Company Secretaries of India to the extent notified

I further report that:

- The Board of Directors/ committees of company comprises of only 1 Executive (Managing Director) and 3 Non-Executive Directors

- Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting

- Company has provided minutes for financial year 2023-2024.

I further report that:

- No director is being considered to retire by rotation;

- 39,33,500 shares are in dematerialize form;

- 62,500 shares are in physical form:

there are adequate systems and processes in the Company commensurate with the size and operations of

the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I report further that, during the audit period, there were no specific events/actions in pursuance of the above

referred laws, rules, regulations, guidelines etc., having a major bearing on the Companys affairs.

Capricorn Systems Global Solutions Limited

"ANNEXUREA"

To,

The Members

CAPRICORN SYSTEMS GLOBAL SOLUTIONS LIMITED

(L52510TG1985PLC043347)

# 1-120/B/28, Plot No. 28, Siri Enclave Colony, Nizampet,

Opp. Vignan School Back Gate, Bachupally, Hyderabad - 500090

I report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

For Aakash Agarwal S & Co. Aakash Agarwal

Practising Company Secretary M. No. 42866 C.P. No. 19466

UDIN : A042866F001100516

Place: Hyderabad Date : 02-09-2024

39th Annual Report 2023-2024