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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, 2023.

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

1. Consolidated/ Standalone Financial Performance:

2. Consolidated/ Standalone Financial Performance:

The consolidated annual revenue from operations has registered an increase of about 194% compared with the previous year and the Company has posted a consolidated profit from operations before tax of Rs. 142.09 crores as compared to profit of Rs. 30.93 crores in the previous year.

The standalone annual revenue from operations has registered an increase by about 191% compared with the previous year. The profit for the period before tax stands at Rs. 114.76 crores as compared with profit of Rs. 28.17 crores in the previous year. The increase in the income and profits for this year is majorly due to the one time settlement(s) with Bank(s) due to write back required.

In the year under review, the Company has made efforts to enhance its position by building products in the areas of engineering services in the Engineering segment and in the educational segment and the same is reflected in the revenue from operations. 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 your there were no changes in the Capital Structure of your Company.

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 Board of Directors at its meeting held on 30th November 2023: a. to increase the authorized capital of the Company from Rs. 35 crores to Rs. 39 crores. b. approved the partial conversion of loan taken from Techuni Ventures Private Limited for settlement of loans to the various banks to Equity shares of the Company. The Board decided, subject to approval of the shareholders by a special resolution, to offer, issue and allot 34,190,375 Equity Shares of Rs. 2 each @ premium of Rs. 2.57 per Equity Shares aggregating to Rs. 4.57 per Equity Shares upon partial conversion of interest-bearing unsecured loan, c. approved, subject to approval of the shareholders by a special resolution to offer/ issue/ allot 40,000,000 Equity convertible warrants of Rs. 4.57 each to be converted in accordance with SEBI (ICDR) Regulations to Mr. Asif Khader, one of the Promoter and the Managing Director of the Company.

The above will have a bearing on the capital of the Company.

Other than the above, there have been no material changes and commitments which have affected the financial position of the Company from the Financial Year ended 31st March, 2023 and the date of this Board Report.

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:

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

Mr. Joydeep Sarkar was relieved from the services with effect from 30th November 2022 consequent to his resignation from the services of the Company.

Further, Mr. Mueed Khader (DIN: 00106674), Director of the Company retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders' approval for his reappointment along with other required details forms part of the Notice of the Annual General Meeting. The board considered his re-appointment and accordingly at the meeting held on 7th December 2023 upon the recommendation of the Nomination and Remuneration Committee approved the re-appointment of Mr. Mueed Khader as the director of the Company to continue on the Board of directors of the Company subject to approval of the shareholders in the ensuing Annual general meeting to be held on 30th December 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. Ms. Apeksha Nagori (PAN: AJQA6750Q) took over as the Company Secretary, with effect from 30th May 2023.

Ms. Apeksha Nagori is a member of the Institute of Company Secretaries of India, having membership number: ACS 21952and has vast experience in the field of Company law, SEBI regulations and other corporate legal matters.

11. 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 30.05.2022, 13.08.2022, 08.09.2022, 01.10.2022, 14.11.2022 & 21.03.2023. Further all the Directors of the Company were present on the Board Meetings.

12. Committees of the Board:

As on March 31, 2023, the Board had four committees: the Audit Committee, the Nomination and Remuneration committee, Corporate Social Responsibility Committee, Stakeholder's 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 is in process of revamping the policy on directors appointment and remuneration.

14. Formal Annual Evaluation of the Board:

The guidelines for evaluating and assessing the performance of the directors are being modified due to the expansion of the board. Generally, such assessment would include the decision-making abilities of individual directors, strategic and value addition contributions at the meetings, charting your company's 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 Company's operations in future:

a. The members were informed in the last year's report of the Board of Directors that the Company had filed jointly with the Foreign Currency Convertible Bond Holders for withdrawal of the winding up petition. The Honorable Hight Court of Karnataka was pleased to withdraw the winding up order on the Company. Necessary intimation was also filed with the Registrar of Companies, Karnataka.

b. 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.

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:

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 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.

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 2023 forms part of this Annual Report as Annexure I and the Independent Chartered Accountant 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, 2023. 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 Board's 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:

During the 37th Annual General Meeting of the Company M/s Reddy Goud & Janardhan sought appointment from the shareholders. The said resolution was not passed by the members. M/s Chaturvedi Sohan & Co, Chartered Accountants were appointed as auditors in casual vacancy at the Board Meeting held on 1st October 2022, to continue till the date of the current Annual General Meeting. The Board based on the recommendation of the Audit Committee, has proposed the appointment of M/s Chaturvedi Sohan & Co, Chartered Accountants (FRN 118424W) for a term of 4 years from the conclusion of 38th Annual General Meeting till conclusion of the 42nd Annual General Meeting subject to the approval of the shareholders in the ensuing Annual General Meeting at such remuneration, as mutually agreed between the Board of Directors of the Company and the Statutory Auditors. A resolution seeking shareholders' approval for the appointment of the Statutory Auditors along with other required details forms part of the Notice of the Annual General Meeting.

The requirement for annual ratification of auditor's 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 Board's 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 Board's replies thereto have been provided as an annexure to this report, marked Annexure - V.

32. Secretarial Auditor and Board's 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 Board's 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 arm's 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, 2023 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.

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 Board's 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.

The loan from SBI Bank was repaid during the year.

42. Green Initiative:

Electronic copies of the Annual Report 2022-23 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 Company's executives, staff and workers.