Yours Director hereby present the 34^th Annual Report of the Company for the financial year ended
31^st March 2025.

OPERATIONS & FINANCIAL PERFORMANCE OF THE COMPANY

Detailed information on the development of the Company’s activities and the total revenue of the
Company for the financial year ended 31^st March, 2025 is mentioned in its financial statements
attached to this Annual Report.

(Rs Tn Lakhs)

TRANSFER TO RESERVES

Your Company has not transferred any amount to reserves during the year under review.

CAPITAL STRUCTURE OF THE COMPANY:

The Authorised Share Capital as on 31-03-2025 was Rs.63,00,00,000/- (Rupees Sixty Three Crores
Only) divided into 63,00,00,000 Equity Shares of Rs. 1.00/- each.

The Same has been increased to Rs.80,00,00,000/- (Rupees Eighty Crores Only) divided into
80,00,00,000 Equity Shares of Rs.1.00/- each.

The Issued, Subscribed & Paid-up Share Capital as on 31-03-2025 was Rs. 43,62,81,600 /-(Forty
Three Crores Sixty Two Lakhs Eighty One Thousand Six hundred only) divided into 43,62,81,600
(Forty Three Crores Sixty Two Lakhs Eighty One Thousand Six hundred only) Ordinary shares of
par value INR 1/- each.

DIVIDEND

As the company is actively pursuing business acquisitions across the globe, management has
prudently reserved funds to meet the associated acquisition costs. Accordingly, your Directors have
not recommended any dividend for the financial year, in order to support the company’s strategic
expansion objectives.

BUSINESS RISK MANAGEMENT

The Company, like any other enterprise, is exposed to business risk which can be internal risks as
well as external risks. The threats to the segments in which the company operates are volatility in
Exchange rate. The company is concerned about the vide Fluctuations in Copper prices globally and
locally and increase in foreign exchange value.

DEPOSITS

The Company has not accepted deposits covered under Chapter V of the Companies Act, 2013 and
accordingly, the disclosure requirements stipulated under the said Chapter are not applicable.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the company has not given any loans, Guarantees and Investments
covered under the provisions of Section 186 of the Companies Act, 2013.

CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014, except the remuneration to managerial personnel, there is no other related
party transactions to be disclosed.

E-VOTING SERVICES

Your Company is pleased to provide the facility to Members to exercise their right to vote by
electronic means and had opt for e-voting through CDSL platform.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return available on the Company Website
(http://bluecloudsoftech.com/)

CORPORATE GOVERNANCE

Your Directors are happy to report that your Company is compliant with the Corporate Governance
requirements as per the provision of SEBI (LODR) Regulations 2015. A separate section on
Corporate Governance together with a certificate from the Statutory Auditor’s confirming
compliance is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A Management Discussion and Analysis Report, has been attached and forms part of the Annual
Report.

ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIES ACT, 2013

(a) Conservation of Energy:

The Company is monitoring the consumption of energy and is identifying measures for
conservation of energy.

(i) the steps taken by the company for utilizing alternate sources of energy -Nil

(ii) the capital investment on energy conservation equipments - Nil

(b) (i) Technology Absorption, adaptation and innovation: Indigenous Technology is involved for
the manufacturing the products of the Company.

(ii) Research and Development (R & D): No research and Development has been carried out.

(c) Foreign exchange earnings: Rs.18,64,752.38/-

(d) Foreign exchange out Go: Rs.26,624.75/-

PARTICULARS OF EMPLOYEES

The Directors are to report that none of the employee was in receipt of remuneration exceeding the
limit prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014

STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the act and the rules framed thereafter, M/s. JMT &
Associates, (firms registration no. 104167W), Chartered Accountants, was appointed as statutory
auditors of the company at the 33rd annual general meeting upto the conclusion of 38th annual
general meeting to be held for the fy 2028-29. The auditors’ report for fiscal 2025 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 on basis of audited financial results of the company for the financial year ended march 31, 2025
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. the company has recived consent letter and eligibility certificate from
m/s. jmt &associates, chartered accountants, (firms registration no. 104167W), to act as statutory
auditor of the company.

BOARD AND COMMITTEES PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the
Board has carried out an annual performance, the directors individually as well as the evaluation of
the working of its Audit and Nomination & Remuneration Committees.

NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF
THE BOARD MEETINGS:

The Board of Directors met 09 (nine) times during the Financial Year 2024-25. Attendance of
Directors is detailed in the Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to
Directors responsibilities Statement it is hereby confirmed:

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

b. That the directors have 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 ended 31^st March, 2025 and of the
profit and loss of the company for that period;

c. 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;

d. That the directors have prepared the annual accounts on a going concern basis.

e. that proper internal financial controls were in place and that the financial controls were adequate
and were operating effectively;

f. That systems to ensure compliance with the provisions of all applicable laws were in place and
were adequate and operating effectively.

MATERIAL SUBSIDIARY

During the year ended March 31, 2025, the Company has material M/s IT Corpz INClisted/unlisted
subsidiary company as defined in the Companies Act 2013 & SEBI (LODR) Regulations 2015. The
policy on determining material unlisted subsidiary of the Company is approved by the Board of
Directors of the company.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements have been prepared by the Company in accordance with the
Indian Accounting Standards (Ind AS) as specified in the Companies (Indian Accounting Standards)
Rules, 2015 and as per the provisions of the Companies Act, 2013. The Company has placed
separately, the audited accounts of its subsidiary on its website
https://www.bluecloudsoftech.com/investors/investor-relations/ in compliance with the provisions
of Section 136 of the Companies Act, 2013. Audited financial statements of the Company’s
subsidiaries will be provided to the Members, on request.

CODE FOR PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, (‘SEBI PIT
Regulations’), the Company has in place a Code of Conduct to regulate, monitor and report trading
by the Designated Persons and a code of practices and procedures for fair disclosure of unpublished
price sensitive information. The code of practices and procedures for fair disclosure of unpublished
price sensitive information has been made available on the Company’s website at
https://www.bluecloudsoftech.com/investors/investor-relations/

During training sessions, all the employees and the Designated Persons are informed about the
regulatory requirements of these codes for creating awareness among them. Further, the Audit
Committee reviews the compliance with the provisions of SEBI PIT Regulations on a quarterly basis
and also verify that the systems for internal control are adequate and are operating effectively.

BOARD EVALUATION

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board
shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a
formal annual evaluation needs to be conducted by the Board of its own performance and that of its
committees and individual Directors. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of Independent Directors shall be conducted by the entire Board of
Directors, excluding the Director being evaluated. The Annual Performance Evaluation was
conducted for all Board Members, for the Board and its Committees for the financial year 2024-25.
This evaluation was led by the Nomination and Remuneration/Compensation Committee of the
Company. The Board evaluation framework has been designed in compliance with the
requirements under the Companies Act, 2013 and the Listing Regulations and in accordance with
the Guidance Note on Board Evaluation issued by SEBI. The Board evaluation was conducted
through questionnaires designed with qualitative parameters and feedback based on ratings.
Evaluation of Committees was based on criteria such as adequate independence of each Committee,
frequency of meetings and time allocated for discussions at meetings, functioning of Board
Committees and effectiveness of its advice/recommendation to the Board, etc. Evaluation of
Directors was based on criteria such as participation and contribution in Board and Committee
meetings, representation of shareholders interest and enhancing shareholders value, experience, and
expertise to provide feedback and guidance to top management on business strategy, governance,
risk and understanding of the organisation’s strategy, etc.

VIGIL MECHANISM

The Board of Directors of the company are committed to maintain the highest standard of honesty,
openness and accountability and recognize that employees have important role to play in achieving
the goal. As a public company the integrity of the financial matters of the Company and the
accuracy of financial information is paramount. The stakeholders of the Company and the financial
markets rely on this information to make decisions. For these reasons, the Company must maintain
workplace where it can retain and treat all complaints concerning questionable accounting
practices, internal accounting controls or auditing matters or concerning the reporting of fraudulent
financial information to our shareholders, the Government or the financial markets. The employees
should be able to raise these free of any discrimination, retaliation or harassment. Pursuant to the
policy, employees are encouraged to report questionable accounting practices to Mr. KAMAL
KUMAR NIMMALA, Chairman of Audit Committee through email or by correspondence through
post.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of SEBI (LODR) Regulations 2015, the Company has formulated a
programme for familiarising the Independent Directors with the company, their roles, rights,
responsibilities in the company, nature of the industry in which the company operates, business
model of the company etc through various initiatives.

KEY MANAGERIAL PERSONNEL

The company has appointed following Key Managerial Personnel pursuant to Section 203 of the
Companies Act, 2013:

? Mr. Vankineni Krishna Babu (DIN: 02570799) Managing Director

? Mr. Manoj Sandilya Telakapalli (DIN: 09630299) Executive Director

? Mrs. Janaki Yarlagadda (DIN: 02129823) Executive Director,Chairperson

? Mrs. Shraya Jaiswal Company Secretary & Compliance Officer

? Mr. Venkata Seshavataram Varada Chief Financial Officer

? Mr. Bollikonda Vinod Babu Chief Executive Officer

RELATED PARTY TRANSACTION

Policy on dealing with Related Party Transactions is approved by the Board

There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons (except remuneration)
which may have a potential conflict with the interest of the Company at large. The same was
discussed by the Audit Committee as also the Board. The policy on Related Party Transactions as
approved by the Board. None of the Directors has any pecuniary relationships or transactions vis-a¬
vis the Company.

The Company paid an amount of Rs.15.81 lacs to Mr. Manoj Sandilya Telakapalli during the
financial year 2024-25 which not considered as materially significant.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial
statements. Periodic audits are undertaken on a continuous basis covering all the operations i.e.,
manufacturing, sales & distribution, marketing, finance, etc. Reports of internal audits are reviewed
by management from time to time and desired actions are initiated to strengthen the control and
effectiveness of the system.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit
Report is obtained by the company and forms part of this Annual report.

DISCLOSURES PURSUANT TO THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014

1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are forms part of the Board’s Report.

2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company forms
part of the Board’s Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a
policy for selection and appointment of Directors, Senior Management and their remuneration. The
details pertaining to criteria for determining qualifications, positive attributes and independence of
a Director and remuneration policy have been provided in Section of the attached Corporate
Governance Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the
going concern status of the Company and its future operations.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An
Internal committee has been set up to redress the complaints received regarding sexual harassment
at workplace. All employees including trainees are covered under this policy.

PERSONNEL

The relationship between the management and the staff was very cordial throughout the year under
review. Your Directors take this opportunity to record their appreciation for the cooperation and
loyal services rendered by the employees.

BRANCH OFFICE

The Company has a branch office in US and UAE

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A detailed Business Responsibility sustainability Report in terms of the provisions of Regulation 34
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available as a
separate section in this Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the continuous assistance and co-operation
extended to your Company by the valued customers, bankers, Reserve Bank India, SEBI, Bombay
Stock Exchange Limited and all other regulatory Authorities. The Directors also sincerely
acknowledge the significant contributions made by all the employees for their dedicated services to
the Company.

For and On Behalf of the Board

For BLUE CLOUD SOFTECH SOLUTIONS LIMITED

Place: Hyderabad
Date: 01.09.2025

Sd/- Sd/-

VANKINENI KRISHNA BABU RAVI . JANARTHANAN

MANAGING DIRECTOR DIRECTOR

DIN: 02570799 DIN: 02368598