Cranes Software International Ltd Directors Report

Dear Member,

The Directors of the Company have the pleasure to present this Integrated Annual Report of Cranes Software International Limited ("the Company") along with the audited financial statements for the financial year ended March 31, 2024.

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

1. Consolidated/ Standalone Financial Performance:

(Rs. in Lakhs)

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

2. Consolidated / Standalone Financial Performance:

The consolidated annual revenue from operations has registered a decrease of about 95% compared with the previous year and the Company has posted a consolidated loss from operations before tax of Rs. 4.76 crores as compared to profit of Rs. 142.09 crores in the previous year.

The standalone annual revenue from operations has registered a decrease by about 100% compared with the previous year. The profit for the period before tax stands at Rs. (18.67) crores as compared with profit of Rs. 114.76 crores in the previous year. The increase in the income and profits for the last year was majorly due to the one time settlement(s) (OTS) with Bank(s) due to write back.

The Company continues to improve operational effectiveness, optimize costs and increase market reach across all businesses. Barring unforeseen circumstances, these initiatives will have positive impact in future.

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

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

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

4. Dividend:

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

5. Transfer to reserves:

There was no transfer to reserves during the year.

6. Share Capital:

During the financial year under review the Company in its Annual General Meeting held on 30th December 2023 approved the following:

1. The Authorised Preference Share Capital of the Company comprising of 2,00,000 preference shares of INR 100/- each aggregating to INR 2,00,00,000 (INR Two Crores only) were re-classified into 1,00,00,000 (One Crore) Equity Shares of INR 2/- each aggregating to INR 2,00,00,000 (INR Two Crores) and

2. The Authorised Share Capital of the Company was further increased from INR 35,00,00,000 (INR Thirty Five Crores only) comprising of 17,50,000 equity shares of INR 2/- each to INR 39,00,00,000 (INR Thirty Nine Crores only) comprising of 19,50,00,000 of INR 2/- each.

7. Listing/Delisting:

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

8. Events Subsequent to the date of the Financial Statements:

The Company received the listing and trading approval from BSE with regard to the preferential allotment of 3,41,90,375 equity shares to M/s Techuni Ventures Private Limited towards converting the part loan into equity shares, by the shareholders in the Annual General Meeting dated 30th December 2023.These shares were issued as preferential allotment to M/s Techuni Ventures Private Limited.

9. Public Deposits:

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

10. Details of Directors / Key Managerial Personnel:

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

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

After the year end and as on the date of the Boards report, Ms Shital Darak Mandhana (DIN 07043909) was appointed as an Independent Director subject to the approval of the shareholders at the ensuing Annual General Meeting. A resolution seeking shareholders approval for her appointment as a non-executive Independent Director of the Company along with other required details forms part of the Notice of Annual General Meeting.

Further Mr. Richard Holden Gall resigned as an Independent Director on August 14, 2024 due to his advanced age. He was director of the Company for more than 20 years and contributed a lot to the Company. The Board wishes Mr. Richard Holden Gall all the very best for his retired and healthy life.

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

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

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

11. Number of Meetings of the Board:

The Board met 8 (eight) times during the financial year. The meeting details are provided in the Corporate Governance report that forms part of this Annual report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. The Board met on 30.05.2023, 02.09.2023, 25.10.2023, 30.11.2023, 02.12.2023, 04.12.2023, 08.12.2023 and 14.02.2024 Further all the Directors of the Company were present on the Board Meetings.

12. Committees of the Board:

As on March 31, 2024, the Board had four committees: the Audit Committee, the Nomination and Remuneration committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee.

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

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

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

14. Formal Annual Evaluation of the Board:

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

15. 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 High Court of Karnataka had passed an order in favour of the Company in the matter of petition filed by Securities Exchange Board of India (SEBI) in the matter of delay in payment of dividend by the Company which was due to late approval from the Bank(s) pursuant to the loan agreement with the Bank(s), however the same was paid three years before any complaint was initiated by SEBI. SEBI had thereafter filed an appeal against the order in the Honorable Supreme Court of India. The matter is yet to be adjudicated by the Honorable Supreme Court of India.

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

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

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

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

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

Sr. No.	Financial Year	Action taken by the Authority	Details of violation	Details of action taken E.g. fines, warning letter, debarment, etc.
1.	2023-24	Bombay Stock Exchange	Regulation 24A- Delay in filing the Annual Secre- tarial Compliance Report - Rs 40,000- fine levied	BSE levied fine for delay in fil- ingAnnual Secretarial Compli- ance Report for 2022-23
			Regulation 31 (1)(b)- De- lay in filing shareholding pattern for Q2 of Finan- cial year 2023-24- Rs 1,70,000- fine levied	BSE levied fine for delay in fil- ing shareholding pattern for Q2 of Financial year 2023-24
			Regulation 33 (3)(a)- De- lay in filing Quarterly Fi- nancial Results for qtr ended March 2023, June 2023 and September 2023- Rs 6,57,100- fine levied	BSE levied fine for delay in fil- ing 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 fil- ing Related Party Transac- tions for half year ended 30th September 2023.
			Regulation 33 (3)(d)- De- lay in filing Annual Au- dited 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 fil- ingAnnualAudited 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 fil- ing 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 Decem- ber 2023 & 8th December 2023.
2.	2022-23	Bombay Stock Exchange	Regulation 23(9)- Delay in filing disclosures relat- ing to RPTs - INR 75000 + GST of 18% aggregat- ing to INR 88,500 - fine levied	BSE levied fine for delay in fil- ing disclosures relating to RPTs.
			Regulation 6(1)- Delay in appointing a Company Secretary of the Com- pany- INR 51,000 +GST of 18% aggregating to INR 60,180/- fine levied	BSE levied fine for delay in appointing a Company Secre- tary of the Company
>			Regulation 34 - delay in filing Annual Report - INR 16000 + GST aggregat- ing to INR 18,880 - fine levied	BSE levied fine for delay in fil- ing Annual Report
			Regulation 33 - Delay in filing un-audited financial results for the quarter ended 31st December 2022- INR1,40,000 + GST fine of 18% aggre- gating to INR 1,65,200/- fines levied.	BSE levied fine for delay in fil- ing un-audited financial results for the quarter ended 31st December 2022
			Regulation 31 - Delay in filing shareholding pat- tern of the Company for the quarter ended June 2022- INR 64,000 plus 18% GST aggregating to INR 75,520/-	BSE levied fine for delay in submission of shareholding pattern for the quarter ended 30th June 2022
			Regulation 31A- delay in filing the reclassification of any person as pro- moter/public- INR 84,000 plus 18% GST aggregat- ing to INR 99,120/-	BSE levied fine for delay in submission of reclassification of any person as promoter/ public
3.	2021-22	Bombay Stock Exchange	Regulation 34 - delay in filing Annual Report - INR 10000 + GST aggregat- ing to INR 11,800 - fine levied	BSE levied fine for delay in fil- ing Annual Report
			Reg-23 (9) - Delay in fil- ing disclosures relating to RPTs - INR 85000 + GST of 18% aggregating to INR 100,300 - fine lev- ied	BSE levied fine for delay in fil- ing disclosures relating to RPTs.

17. Vigil Mechanism and Whistle Blower:

Pursuant to provisions of section 177 (9) of the Companies Act, 2013, the Company has established a "Vigil mechanism" incorporating Whistle Blower Policy in terms of the Listing Obligations and Disclosure Requirements, 2015 for employees and Directors of the Company, for expressing the genuine concerns of unethical behaviour, frauds or violation of the codes of conduct by way of direct access to the Chairman of the Audit Committee in exceptional cases. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns.

18. Internal Financial Control & Adequacy:

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

19. Corporate Social Responsibility (CSR):

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

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

The Company has zero tolerance towards sexual harassment at workplace and during the year under review, your Board had constituted an Internal Complaints Committee to consider and redress complaints of sexual harassment & also adopted a policy on prevention, prohibition and redressal of sexual harassmentat workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013 and the rules framed thereunder.

21. Corporate Governance:

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

Our Corporate governance report for financial year 2024 forms part of this Annual Report as Annexure I and the Independent Company Secretary in practice Certificate of Compliance is attached to this report as per Annexure II.

22. Management Discussion & Analysis Report:

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

23. Extract of annual return:

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

24. Particulars of Employees:

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

The Company had 6 employees as on March 31, 2024. The percentage increase in remuneration, ratio of remuneration of each director and Key Managerial Personnel (KMP)(as required under Companies Act, 2013) to the median of employees remuneration and the list of top 10 employees in terms of remuneration drawn as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this 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.

25. Health, Safety and Environment:

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

26. Particulars of Loans, Guarantee & Investment:

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

27. Directors responsibility statement:

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

The directors confirm that:

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

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

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

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

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

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

28. Statutory Auditors:

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

The requirement for annual ratification of 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.

29. Secretarial Auditor:

As required under Section 204 of the Companies Act, 2013 and Rules there under, the Board appointed Mr. Supriya Kumar Guha., Practicing Company Secretary, as Secretarial Auditor of the Company for financial year 2023.

30. Cost Records and Cost Audit:

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

31. Auditors Qualifications and 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.

32. 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 - VIA.

33. 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, 2024 are provided under note no. 35 to the audited financial statements and details pertaining to related party transactions are provided in Annexure - VII.

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

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

There is no technology involved which requires to be disclosed in the Annual Report

Foreign Exchange Earnings and Outgo:

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

35. Research & Development Activities:

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

36. Secretarial Standards:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

37. Subsidiaries, Joint Ventures & Associates:

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

38. Reporting of Fraud by Auditors:

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

39. Risk Management:

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

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

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

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

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

42. Green Initiative:

Electronic copies of the Annual Report 2023-24 and the Notice of the AGM are sent to all the members whose email addresses are registered with the Company.

43. Acknowledgements:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from Financial Institutions, Government Authorities, customers, vendors, members and all stakeholders of the Company during the year under review. Further, your Directors wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

	for and on behalf of the Board of Directors
	Sd/-	Sd/-
Date: 06-09-2024	Asif Khader	Mueed Khader
Place: Bengaluru	Managing Director	Director
	DIN: 00104893	DIN: 00106674