Cranes Software International Ltd Directors Report

Report of the Board of Directors of the Company

Dear Members,

The Directors of the Company have the pleasure to present this Integrated Annual Report of

Cranes Software International Limited ("the Company") along with the audited financial statements for the financial year ended March 31, 2026.

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

1. Consolidated/Standalone Financial Performance:

(Rs. In lakhs)

Particulars	Standalone		Consolidated
	Financial Year 2025- 2026 (FY 2026)	Financial Year 2024- 2025 (FY 2025)	Financial Year 2025- 2026 (FY 2026)	Financial Year 2024- 2025 (FY 2025)
Total Income	0.03	1.14	791.28	910.48
Total Expense	2,005.59	1,994.48	1,098.41	1,200.22
Profit/ (loss) before extraordinary items & tax	(2,005.57)	(1993.34)	(307.13)	(289.74)
Exceptional Items	-	-	(1,140.00)	(1,140.00)
Profit/ (loss) before tax	(2,005.57)	(1993.34)	(1,447.13)	(1,429.74)
Current Tax	-	-	23.07	41.82
Deferred Tax	-	-	(30.85)	(35.12)
Profit/ (loss) for the period	(2,005.57)	(1993.34)	(1,439.34)	(1,436.44)

2. Consolidated/ Standalone Financial Performance:

The consolidated annual revenue from operations has registered a decrease of about 13.09% compared with the previous year and the Company has posted a consolidated loss from operations before tax of Rs. 14.47 crores as compared to loss of Rs. 14.30 crores in the previous year.

The standalone annual revenue from operations has registered a decrease by about 97.37% compared with the previous year. The loss for the period stands at Rs. 20.06 crores as compared with a loss of Rs. 19.93 crores in the previous year. The variation in income between the two years is primarily attributable to the write-back of certain expenses during the previous year, which was recognised as income in the Statement of Profit and Loss. The Company has not generated any significant revenue from operations during the current year, and accordingly, the reported revenue from operations primarily represents the comparative impact of the aforesaid write-back recognised in the previous year.

Your Directors are continuously working on different avenues for future growth of the company.

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

There was no change in nature of business activity during the year.

4. Dividend:

The Board did not declare any dividend for the present financial year in the absence of distributable surplus.

5. Transfer to reserves:

There was no transfer to reserves during the year.

6. Change in the registered office of the Company:

There was no change in the registered office of the company during the financial year 2025-2026.

7. Share Capital:

During the year under review, the authorised share capital and paid-up share capital of the Company as at 31st March 2026 stood as follows:

1. The Authorized Share Capital of the Company is Rs. 39,00,00,000 (Rupees Thirty-Nine Crores Only) divided into 19,50,00,000 (Nineteen Lakhs Fifty Thousand Only) Equity Shares of Rs. 2/- each.

2. The issued, Subscribed and Paid-up Share Capital of the Company is Rs. 38,39,14,450 (INR Thirty-Eight Crores Thirty-Nine Lakhs Fourteen Thousand Four Hundred and Fifty only) comprising of 19,19,57,225 (nineteen Crore Nineteen Lakhs Fifty-Seven Thousand Two Hundred and Twenty-Five) equity shares of INR 2/- each.

8. Details of Holding Companies

The Company does not have any Holding Company.

9. Listing/Delisting:

The equity shares of the Company are listed at BSE Limited ("BSE"). The Equity Shares of the Company will continue to remain listed on BSE having nationwide terminals and the shareholders of the Company shall continue to avail the benefits of listing and trading on BSE.

10. Material Changes and Commitments affecting the Financial Position of the Company which have occurred between the end of the Financial year of the Company to which the Financial Statements relate and the date of the Report:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report

11. Public Deposits:

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

12. Details of Directors / Key Managerial Personnel:

During the period the Board was duly constituted as per the provisions of the Companies Act, 2013 and the following directors were on the board:

Sl. No. DIN	Name of Director	Designation	Date of Appointment
1. 00104893	Asif Khader	Managing Director	30/04/2002
2. 00106674	Mueed Khader	Director	30/04/2002
3. 07624256	Akthar Begum	Independent Director	12/08/2016
4. 01282046	Manoj Bawa	Independent Director	13/02/2026
5. 07043909	Shital Darak Mandhana	Independent Director	04/07/2024

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

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

Mr. Asif Khader (DIN: 00104893), Managing Director of the Company, whose term of office is due to expire and being eligible, has offered himself for re-appointment. The reappointment of Mr. Asif Khader as the Managing Director and Chairman of the Company was considered by the Board and, upon the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on 07.09.2026 approved his reappointment for a further term, subject to the approval of the Members at the ensuing Annual General Meeting of the Company to be held on 30^th September 2026. The resolution seeking approval of the Members for his re-appointment, together with the requisite details and disclosures, forms part of the Notice convening the said Annual General Meeting.

The tenure of Ms. Akthar Begum as an Independent Director of the Company was completed upon expiry of the maximum permissible period of ten years on 11th August 2026. Subsequently, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, approved her appointment as a Non-Executive, Non-Independent Director of the Company with effect from 12th August 2026, subject to the approval of the Members of the Company at the ensuing Annual General Meeting of the Company to be held on 30^th September 2026. The resolution seeking approval of the Members for his re-appointment, together with the requisite details and disclosures, forms part of the Notice convening the said Annual General Meeting.

During the year under review, Ms. Shital Darak Mandhana, Independent Director of the Company, tendered her resignation from the office of Independent Director with effect from 9th September 2025, citing personal reasons. Accordingly, she ceased to be a Director of the Company with effect from the said date.

Further, Mr. Manoj Bawa (DIN: 01282046) was appointed by the Board of Directors as an Additional Director in the capacity of an Independent Director with effect from 13th February 2026, subject to the approval of the Members of the Company. However, the requisite approval of the Members for his appointment as an Independent Director was not received pursuant to the Postal Ballot conducted by the Company.

Subsequently, the Board of Directors, at its meeting held on 30th May 2026, re-appointed Mr. Manoj Bawa as an Additional Director in the capacity of an Independent Director, subject to the approval of the Members of the Company. The Company has thereafter initiated the process for obtaining the requisite approval of the Members through Postal Ballot, and as on the date of this Report, the results of the said Postal Ballot are awaited.

Subsequent to the close of the financial year under review, Ms. Apeksha Nagori, Company Secretary of the Company, tendered her resignation from the office of Company Secretary with effect from 6^th June 2026. The resignation was duly accepted by the Company, and accordingly, Ms. Apeksha Nagori ceased to hold the office of Company Secretary of the Company with effect from the said date.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

13. Number of Meetings of the Board:

The Board met 6 (six) times during the financial year. The meeting details are provided in the Corporate Governance report that forms part of this Annual report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. The Board met on 30.05.2025, 13.08.2025, 03.09.2025, 14.11.2025, 09.12.2025 and 13.02.2026. Further all the Directors of the Company were present on the Board Meetings.

14. Committees of the Board:

As on March 31, 2026, the Board had four committees: the Audit Committee, the Nomination and Remuneration committee, Corporate Social Responsibility Committee,

Stakeholders Relationship Committee.

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance report.

15. Meeting of the Members

The Last i.e. the 40th Annual General Meeting of the Company for the financial year 2024-2025 was held on 29/09/2025 through Video conferencing/ OAVM.

16. Policy on directors appointment and remuneration and other details:

The Company has the policy on Directors appointment and remuneration is in place.

17. Formal Annual Evaluation of the Board:

The guidelines for evaluating and assessing the performance of the directors were reviewed during the year. Generally, such assessment would include the decision-making abilities of individual directors, strategic and value addition contributions at the meetings, charting your companys policy and growth and introducing risk management policies.

As per listing regulations, the directors need to carry out an annual performance evaluation of the Board, independent directors, whole-time and non-whole-time directors, committees of the Board and chairman of the Board, which was done during the year.

18. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future:

a. The Honorable Supreme Court of India has put up a stay order in the cheque bounce case filed by Bank of India.

b. Central Bureau Of Investigation (CBI) filed a charge sheet in the court of XVII Additional Chief Metropolitan Magistrate, Bangalore (Special Court for CBI cases against the Company, its Directors, erstwhile Director. The said charge sheet was taken cognizance by the Additional Chief Metropolitan Magistrate, Bangalore on 16th October 2023. On the application of the Company and Directors the Honorable High Court of Karnataka of Bangalore dated 17th November 2023 passed an interim order staying all further proceedings against the Company and its Directors.

c. The winding up order against the Company by Bank of India is in admission stage.

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

The Company has complied with the requirements of the Stock Exchanges or SEBI on matters related to Capital Markets, as applicable, during the last three years. Following penalties or strictures have been imposed on the Company:

Sl. No.	Financial Year	Action taken by the Authority	Details of violation	Details of action taken E.g. fines, warning letter, debarment, etc.
1.	2023-24	Bombay Stock Exchange	Regulation 24A- Delay in filing the Annual Secretarial Compliance Report Rs 40,000- fine levied	BSE levied fine for delay in filing Annual Secretarial Compliance Report for 2022-23
			Regulation 31 (1)(b)- Delay in filing shareholding pattern for Q2 of Financial year 2023-24- Rs 1,70,000- fine levied	BSE levied fine for delay in filing shareholding pattern for Q2 of Financial year 2023-24
			Regulation 33 (3)(a)- Delay in filing Quarterly Financial Results for qtr ended March 2023, June 2023 and September 2023- Rs 6,57,100- fine levied	BSE levied fine for delay in filing Quarterly Financial Results for qtr ended March 2023, June 2023 and September 2023
			Regulation 23(9)- Delay in filing Related Party Transactions for half year ended 30th September 2023- Rs 1,55,000- fine levied	BSE levied fine for delay in filing Related Party Transactions for half year ended 30th September 2023.
			Regulation 33 (3)(d)- Delay in filing Annual Audited Stand alone and Consolidated Financial Results for financial year ended 31st March 2023- Rs 7,70,000- fine levied	BSE levied fine for delay in filing Annual Audited Stand alone and Consolidated Financial Results for financial year ended 31st March 2023.
			Regulation 34 (1)- Delay in filing Annual Report for the FY 2022- 23 Rs 4,720- fine levied	BSE levied fine for delay in filing Annual Report for the FY 2022-23.
			Regulation 29- Delay in intimating the notice of the Board Meeting held on 2nd December 2023, 4th December 2023 & 8th December 2023- Rs 11,800/- fine levied	BSE levied fine for Delay in intimating the notice of the Board Meeting held on 2nd December 2023, 4th December 2023 & 8th December 2023.
			Regulation 34(1)-Delay in filing of Annual Return -Fine of Rs.2,360/- levied	Fine levied for delay in filing of Annual Return
2.	2024-25	Bombay Stock Exchange	Regulation 31(1) (b)- Delay in filing the shareholding pattern for Q1 for 2-24-25-fin of Rs.33,040/ levied	Delay in filing the shareholding pattern for Q1 of FY 2024-25
			Regulartion-29-Delay in intimating the Stock exchange with regard to the Board Meeting- Fine of Rs.11,800/ levied	Delay in intimation of the notice of the Board Meeting to the Stock Exchange
			Regulation 33 (3)(d)- Delay in filing the annual audited standalone and consolidated financial result -Rs.47,200/- fine levied	Delay in filing the annual audited standalone and consolidated financial results
			Regulation 33 (3)(a) Delay in filing the Quarterly Financial Results-Rs.1,71,000/- fine levied	Delay in filing the quarterly financial results
			Regulation 17-The Company did not have the optimum combination of Directors on Board- Rs.5,54,600/- fine levied	The Company did not have the optimum combination of the Board of Directors
			Regulation 18(1)-The Company did not have the optimum combination of Audit Committee- Rs.2,14,760/- fine levied	The Company did not have the optimum combination of audit committee
			Regulation 19(1)-The Company did not have the optimum combination of Nomination &Remuneration Committee- Rs.2,14,760 fine levied	The Company did not have the optimum combination of Nomination & Remuneration Committee
			Regulation 23(9)- Delay in filing the related party transactions- Rs.11,800/- fine levied	Delay in filing the related party transactions
3.	2025-26	Bombay Stock Exchange	Regulation 17(1)-The Company did not have the optimum combination board including failure to appoint women Director-Rs.3,06,800/- fine levied	The Company did not have the optimum board including appointment of women Director.
			Regulation 18(1)-The Company did not have the optimum combination of Audit Committee-Rs.51,920/- fine levied	The Company did not have the optimum combination of audit committee
			Regulation 19(1)-The Company did not have the optimum combination of Nomination &Remuneration Committee-Rs.51,920/- fine levied	The Company did not have the optimum combination of Nomination & Remuneration Committee

20. Vigil Mechanism and Whistle Blower:

Pursuant to provisions of section 177 (9) of the Companies Act, 2013, the Company has established a "Vigil mechanism" incorporating Whistle Blower Policy in terms of the Listing

Obligations and Disclosure Requirements, 2015 for employees and Directors of the Company, for expressing the genuine concerns of unethical behaviour, frauds or violation of the codes of conduct by way of direct access to the Chairman of the Audit Committee in exceptional cases. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns.

21. Internal Financial Control & Adequacy:

Your Company has in place adequate internal control systems commensurate with the size of its operations to ensure sound management of operations, safe keeping of its assets including in tangible assets and utilization of resources. However, further steps as may be advised will be implemented, if found, necessary.

22. Names of the Companies which have become or ceased to be subsidiaries, joint ventures or associate companies.

During the year under review there is no such event which took place.

23. Corporate Social Responsibility (CSR):

The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company and therefore no report is attached under this head.

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

The Company has zero tolerance towards sexual harassment at workplace and during the year under review, your Board had constituted an Internal Complaints Committee to consider and redress complaints of sexual harassment & also adopted a policy on prevention, prohibition and redressal of sexual 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 thereunder.

25. Maternity Benefits Provided by the Company under Maternity Benefit Act 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

26. Corporate Governance:

Our corporate governance practices are a reflection of our value system encompassing our culture, policies and relationships with our stakeholders. Integrity and Transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. We also endeavor to enhance long term shareholder value and respect minority rights in all our business decisions.

Our Corporate governance report for financial year 2026 forms part of this Annual Report as Annexure I and the Independent Company Secretary in Practice. Certificate of Compliance is attached to this report as per Annexure II.

27. Management Discussion & Analysis Report:

In terms of the provisions of regulation 34(2) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis report is set out separately and forms an integral part of this report as per Annexure III.

28. Extract of Annual Return:

In accordance with Section 134(3)(a) read with Section 92(3) of the Act, the Annual Return in Form MGT-7 is placed on the website of the Company and same can be downloaded by clicking on the following link: http://www.cranessoftware.com/ Investor.

29. Particulars of Employees:

No remuneration was paid to Managing Director, hence the ratio of the median remuneration of the employees to the remuneration of the each of the Whole-Time Directors is Zero.

The percentage increase in remuneration, ratio of remuneration of each director and Key Managerial Personnel (KMP) (as required under Companies Act, 2013) to the median of employees remuneration and the list of top 10 employees in terms of remuneration drawn as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Boards Report.

Disclosures pertaining to remuneration and other details as required under section 197(12) of the act read with companies (appointment and remuneration of managerial personnel) Rules, 2014 are attached to this report as per Annexure IV.

30. Health, Safety and Environment:

Your Board is committed to highest standards of providing healthy environment for safety of its employees and your Board reviews the same from time to time.

31. Particulars of Loans, Guarantee & Investment:

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

32. Directors responsibility statement:

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Companies Act, 2013 (to the extent notified) and guidelines issued by SEBI. The IND AS are prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting policies have been consistently applied except where a newly-issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

The directors confirm that:

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

They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and are prudent, so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

They have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and preventing and detecting fraud and other irregularities.

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

They have laid down the internal financial controls to be followed by the Company and that they are adequate and were operating effectively.

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

33. Statutory Auditors:

At the 38^th Annual General Meeting of the Company, M/s Chaturvedi Sohan & Co, (FRN 118424W), were appointed as the Statutory Auditors of the Company for a term of 4 years from the conclusion of 38^th Annual General Meeting till conclusion of the 42^nd Annual General Meeting.

The requirement for annual ratification of auditors appointment at the Annual General

Meeting has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018.

During the year, the Statutory Auditors have confirmed that they satisfy the Independence criteria required under Companies Act, 2013 and Code of ethics issued by Institute of Chartered Accountants of India.

34. Secretarial Auditor:

As required under Section 204 of the Companies Act, 2013 and Rules there under, the Members of the company have appointed M/s. Kedarnath & Karthik, Company Secretaries, as Secretarial Auditor of the Company for financial year 2025-26 for a period of 5 consecutive terms.

35. Cost Records and Cost Audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

36. Auditors Qualifications and Boards Reply:

The Statutory auditors have qualified their report on various matters pertaining to the Company and the Board has replied to these qualifications. A detailed list containing the audit qualifications and the Boards replies thereto have been provided as an annexure to this report, marked Annexure - V.

37. Secretarial Auditor and Boards Reply to Secretarial Audit Qualifications:

The Secretarial audit report in prescribed Form MR-3 attached to this report marked Annexure VI.

The Secretarial auditors have qualified their report on various matters pertaining to the Company and the Board has replied to these qualifications. A detailed list containing the audit qualifications and the Boards replies thereto have been provided as an annexure to this report, marked Annexure VI A.

38. Related Party Transactions:

During the year under report, your Company has entered into related party transactions, which were on arms length basis and in the ordinary course of business. Certain material transactions as defined under section 188 of the Companies Act, 2013 read with the companies (Meetings of Board and its powers) Rules, 2014 are reported. All these transactions were previously approved by the audit committee and are being reviewed on a regular basis. Further, details of contracts and arrangements with related parties for the financial year ended March 31, 2026 are provided under note no. 35 to the audited financial statements and details pertaining to related party transactions are provided in Annexure VII.

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

Even though the operations of your Company are not energy-intensive, adequate measures have been taken to reduce energy consumption by using efficient equipment. Since it is a software Company, primarily dealing with scientific and engineering software products and product related projects, energy cost forms a very small part of total cost and its impact on total cost is not material.

40. Research & Development Activities:

The Management of your Company has been committed to building a strong R&D culture from day one and has set clear R&D goals. In order to achieve these goals, the Company has focused on furthering the efficacies of R&D activities as well as building synergies among multiple-impact technologies.

41. Secretarial Standards:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to

‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

42. Subsidiaries, Joint Ventures & Associates:

Current Subsidiaries, Joint venture & Associates have been listed in Annexure-VIII. Any substantial or material business related changes that have taken place in the subsidiary companies during the year is reflected in the Balance Sheet reported by your company and discussed in a Management Discussion and Analysis report in Annexure-III.

43. Reporting of Fraud by Auditors:

During the year under review, the Statutory Auditors have not reported under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the

Boards Report.

44. Risk Management:

Your directors have entrusted the risk management functions to the audit and remuneration committee as the number of directors on the Board is four only. Your Company will take steps to expand its Board, if advised and found warranted, in the future.

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

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

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

There is no difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

47. Green Initiative:

Electronic copies of the Annual Report 2025-26 and the Notice of the Annual General Meeting are sent to all the members whose email addresses are registered with the Company.

48. Acknowledgements:

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from Financial Institutions, Government Authorities, customers, vendors, members and all stakeholders of the Company during the year under review.

Further, your Directors wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

Place: Bangalore	For and on behalf of the Board of Directors
Date: 07.09.2026	Cranes Software International Limited
	Sd/-	Sd/-
	Asif Khader	Mueed Khader
	Managing Director	Director
	DIN: 00104893	DIN: 00106674