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

FINANCIAL RESULTS

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

(Figures in Hundreds)

REVIEW OF OPERATIONS:

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

MATERIAL CHANGES :

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

INDUSTRY STRUCTURE AND DEVELOPMENT:

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

LISTING OF EQUITY SHARES:

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

SOP FINES BY BSE:

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

DIVIDEND

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

TRANSFER TO RESERVES

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

SHARE CAPITAL

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

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

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY:

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

CORPORATE GOVERNANCE:

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

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

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

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

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

CHANGE OF DIRECTORS AND MANAGEMENT

No Changes.

Impact of Covid-19 to form part of the board's report which shall include the following :

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

PROVISIONS OF INDEPENDENT DIRECTORS

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

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the Company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting records, and the
timely preparation of reliable financial disclosures.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

RISK AND RISK MITIGATION POLICY:

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

CORPORATE SOCIAL RESPONSIBILITY:

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

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

TRANSACTIONS WITH RELATED PARTIES:

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

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

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

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

DIRECTORS REPORT:

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

PARTICULARS OF EMPLOYEES:

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

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

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

EXTRACT OF ANNUAL RETURN:

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

DEPOSITS:

During the year under review your Company has not accepted any fixed deposits and, as such, no amount
of principal or interest was outstanding as of the Balance Sheet date.

AUDITORS AND THEIR REPORT :

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

SECRETARIAL AUDITOR:

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

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

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

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items during the year under review:

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

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

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

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

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

ACKNOWLEDGEMENTS:

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board

For Capricorn Systems Global Solutions Limited

Place: HYDERABAD

Date : 02-09-2024 Sd/-

S. Man Mohan Rao

Managing Director
DIN : 00109433