Year End :2024-03

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

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

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

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

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

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

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

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

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

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

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

2. FINANCIAL SUMMARY/HIGHLIGHTS:

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

(Rs.in lakhs)

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

3. REVIEW OF OPERATIONS:

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

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

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

5. RESERVES:

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

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

6. DIVIDEND:

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

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

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

8. MATERIAL CHANGES AND COMMITMENTS:

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

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

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

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

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

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

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

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

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

9. REVISION OF FINANCIAL STATEMENTS:

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

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

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

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

a. Reduction of Capital:

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

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

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

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

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

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

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

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

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

a.) Appointments:

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

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

b.) Resignations:

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

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

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

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

12. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

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

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

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

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

13. BOARD MEETINGS:

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

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

14. BOARD EVALUATION:

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

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

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

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

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

16. DIRECTOR’S RESPONSIBILITY STATEMENT:

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

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

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

of the profit or loss of the Company for that period;

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

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

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

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

17. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

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

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

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

18. NO FRAUDS REPORTED BY STATUTORY AUDITORS:

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

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

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

20. DETAILS RELATING TO DEPOSITS:

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

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

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

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

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

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

23. RISK MANAGEMENT POLICY:

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

24. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

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

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

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

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

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

26. RELATED PARTY TRANSACTIONS:

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

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

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

forms part of this Report.

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

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

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

A. Conservation of Energy:

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

B. Research & Development and Technology Absorption:

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

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

28. COMMITTEES:

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

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

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

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

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

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

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

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

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

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

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

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

f. Disclosure of any related party transactions;

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

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

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

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

of audit process;

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

ix. Scrutiny of inter-corporate loans and investments;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

v. Statement of deviations:

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

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

C. COMPOSITION, MEETINGS & ATTENDANCE:

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

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

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

* appointed w.e.f.16.10.2023

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

# appointed w.e.f. 26.03.2024

NED (I): Non-Executive Independent director

NED: Non-Executive director

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

Directors.

(II). NOMINATION AND REMUNERATION COMMITTEE

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE

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

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

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

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

c. consider the time commitments of the candidates.

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

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

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

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

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

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

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

* appointed w.e.f 14.10.2023

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

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

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’
INDEPENDENCE:

1. Scope:

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

2. Terms and References:

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

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

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

3. Policy:

3.1 Qualifications and criteria

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

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

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

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

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

3.1.3 The proposed appointee shall also fulfill the following requirements:

• shall possess a Director Identification Number;

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

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

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

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

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

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

3.2 Criteria of Independence

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

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

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

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

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

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

associate company;

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

v. none of whose relatives—

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

3.3 Other Directorships/ Committee Memberships

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

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

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

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

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

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

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

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

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

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

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

2. Terms and Reference:

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

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

2.2 “key managerial personnel” means

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

(ii) The Company Secretary;

(iii) The Whole-time Director;

(iv) The Chief Financial Officer; and

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

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

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

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

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

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

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

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

(v) Retrial benefits

(vi) Annual performance Bonus

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

3.2 Remuneration to Non - Executive Directors

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

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

3.3. Remuneration to other employees

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

prevailing remuneration levels for equivalent jobs.

OTHER DIRECTORSHIPS/ COMMITTEE MEMBERSHIPS:

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

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

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

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

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

(III). STAKEHOLDERS RELATIONSHIP COMMITTEE

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The Committee’s role includes:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

30. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

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

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

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

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

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

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

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

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

32. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

Statutory Auditors:

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

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

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

33. INTERNAL AUDITOR:

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

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

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

34. SECRETARIAL AUDITOR:

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

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

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

35. SECRETRIAL STANDARDS:

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

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

36. DECALARATION BY THE COMPANY:

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

37. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

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

38. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an annual return is uploaded on
website of the Company curatechnologies.in

39. DISCLOSURE ABOUT COST AUDIT:

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

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

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

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

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

41. FAMILIARISATION PROGRAMMES:

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

42. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

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

43. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

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

44. OTHER ACTIVITIES:

1. Registered Office:

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

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

13.02.2024.

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

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

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

3. Reduction of Capital:

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

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

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

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

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

4. Payment to Operational Creditors:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

49. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

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

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

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

51. POLICIES:

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

52. EVENT BASED DISCLOSURES:

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

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights: NA

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

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

e) Buy back shares: NA

f) Disclosure about revision: NA

g) Preferential Allotment of Shares: Yes.

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

53. APPRECIATION & ACKNOWLEDGEMENTS:

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

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

For and on behalf of the Board
For Cura Technologies Limited

Sd- Sd-

Place: Hyderabad Sangareddypeta Sai Kiran Priyanka Agarwal

Date: 13.08.2024 Whole time director & CFO Director

(DIN: 09741325) (DIN: 10315690)