Your Directors have pleasure in presenting their 44th Annual Report along with the summary of standalone
and consolidated financial statements for the financial year ended as on March 31, 2025 of Magellanic Cloud
Limited (“the Company” or "Mcloud").

FINANCIAL RESULTS

The summarized financial performance of the Company for the FY 2024-25 and FY 2023-24 are given
below:

[Amount in lakhs]

Notes:

The above figures are extracted from the audited standalone and consolidated financial statements of the
Company as per the Indian Accounting Standards (Ind AS).

REVIEW OF OPERATIONS:

Standalone:

During the year under review, the Standalone
total Income was INR 8,476.32 lakhs as against
INR 7,734.06 lakhs for the corresponding
previous year.

Total Comprehensive income for the period was
INR 1,350.56 lakhs as against INR 1,858.07 lakhs

in the corresponding previous year.

Consolidated:

During the year under review, the consolidated
total Income was INR 60,142.30 lakhs as against
INR 57,786.05 lakhs for the corresponding
previous year.

Total Comprehensive consolidated income for
the period was INR 11,269.30 lakhs as against Net

INR 11014.56 lakhs in the corresponding
previous year

TRANSFER TO RESERVES:

Details of transfer made to General Reserves
are provided in Notes to accounts forming part
of the financial statements.

DIVIDEND:

The Board of Directors have recommended a
Dividend of Re. 0.03/- (Paise Three only) per
share on face value of INR 2/- each i.e., (1.5%)
for the Financial Year ended March 31, 2025.

STATE OF THE COMPANY’S AFFAIRS
AND FUTURE OUTLOOK

The Company did not undergo any change in
the nature of its business during fiscal year
2024-25.

SHARE CAPITAL

As on 31st March, 2025, the Authorized share
capital of the Company is Rs. 200,00,00,000/-
(Indian Rupees Two Hundred Crores only)
divided into 100,00,00,000 (One Hundred Crores)
Equity Shares of Rs 2/- (Rupees Two only)
each; and Issued, Subscribed and Paid-up
share capital of the Company is Rs. 116,87,90,240/-
(Indian Rupees One Hundred Sixteen Crores
Eighty Seven Lakhs Ninety Thousand and Two
Hundred Forty only) divided into 58,43,95,120
(Fifty Eight Crores Forty Three Lakhs Ninety Five
Thousand and One Hundred Twenty) equity
shares of Rs. 2/- (Rupees Two only) each. The
Company has only one class of equity shares
having at par value of Rs. 2/- per share. Each
holder of equity shares is entitled to one vote
per share.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL (KMP)

Retire by Rotation

In accordance with section 152(6) of the
Companies Act, 2013 and in terms of Articles of
Association of the Company Mr. Joseph
Sudheer Reddy Thumma (07033919),

Managing Director of the Company, retires by
rotation and being eligible; offers himself for
re-appointment at the forthcoming 44th Annual
General Meeting.

The Board recommends the

said reappointment for shareholders' approval.

Inductions / Appointment or Re-appointment
of Director / KMP:

1- Based on the recommendation of the
Nomination and Remuneration Committee and
approval of the same by the Board and the
members of the Company,

Mr. Joseph Sudheer Reddy Thumma

(DIN: 07033919), Managing Director designated

as a Global CEO was re-appointed for another

term of five years with effect from June

10, 2024 to June 09, 2029, in the 43rd Annual

General Meeting held on July 15th, 2024.

2- Based on the recommendation of the
Nomination and Remuneration Committee and
approval of the same by the Board and the
members of the Company, Mr. Elisha Thatisetty
(DIN: 08531842), Independent Director was
re-appointed for a second term of five years
with effect from July 14, 2024 to July 13, 2029,
in the 43rd Annual General Meeting held on
July 15th, 2024.

Further, Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the
Company are:

DISCLOSURES BY THE DIRECTORS

All the directors of the Company have confirmed
that they satisfy the fit and proper criteria as
prescribed under the applicable regulations and
that they are not disqualified from being
appointed as directors in terms of Section 164(2)
of the Companies Act, 2013.

DECLARATION BY INDEPENDENT
DIRECTORS

The Independent Director(s) have submitted their
disclosure to the Board that they fulfill all the
requirements as to qualify for their appointment
as Independent Director, under the provisions
of section 149(6) of the Companies Act, 2013 as
well as Regulation 25(8) of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act,
2013 and the Listing Agreement / Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Board has carried out an annual performance
evaluation of all its directors, the committees, the
Chairman of the Board, and the Board as a whole.
, The evaluation was conducted based on the
criteria and framework adopted by the Board.

This evaluation process was completed during
fiscal year 2025. The evaluation parameters and
process have been detailed in the Corporate

Governance Report, which forms part of this
Integrated Annual Report.

FAMILIARIZATION PROGRAM FOR
INDEPENDENT DIRECTORS

All new independent directors inducted into the
Board attend an orientation program. The
details of the training and familiarization program
are provided in the Corporate governance report.
Further, at the time of the appointment of an
independent director, the Company issues a
formal letter of appointment outlining his / her
role, function, duties and responsibilities. The
format of the letter of appointment is available
on our website, at www.magellanic-cloud.com.

DIRECTORS’ RESPONSIBILITY
STATEMENT

The financial statements are prepared in accor¬
dance with the Indian Accounting Standards
(Ind AS) under the historical cost convention on
accrual basis except for certain financial
instruments, which are measured at fair values,
and defined benefit liability/(asset) which is
recognized at the present value of defined
benefit obligation less fair value of plan assets,
the provisions of the Act and guidelines issued
by SEBI. The Ind AS are prescribed under
Section 133 of the Act, read with Rule 3 of the
Companies (Indian Accounting Standards)

Rules, 2015 and relevant amendment rules
issued thereafter. 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.

Pursuant to Section 134(3) (c) & 134 (5) of the
Companies Act, 2013, the Board of Directors of
the Company hereby confirm that:

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

(b) 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 and of the profit and loss of the
company for that period;

(c) 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) the directors have prepared the annual
accounts on a going concern basis; and

(e) the directors have laid down internal financial
controls to be followed by the company and that
such internal financial controls are adequate and
were operating effectively.

(f) the directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

NUMBER OF BOARD MEETINGS

A calendar of meetings is prepared and circulated
in advance to the Directors. During the year, 10
(Ten) Board Meetings were convened and held,
the details of which are given in the Corporate

The intervening gap between the meetings was
within the period prescribed under the
Companies Act, 2013 and the SEBI (LODR)
Regulations, 2015.

Further, Committees of the Board usually meet
on the same day of formal Board Meeting, or
whenever the need arises for transacting
business. The recommendations of the
Committees are placed before the Board for
necessary approval and noting.

SECRETARIAL STANDARDS

The Company complies with all applicable
secretarial standards issued by the Institute of
Company Secretaries of India.

BUSINESS RESPONSIBILTY AND
SUSTAINABILITY REPORT (BRSR)

The Business Responsibility and Sustainability
Report (BRSR) follows the National Guidelines
on Responsible Business Conduct (NGRBC)
principles on the social, environmental and
economic responsibilities of business.

Our BRSR includes our responses to questions
about our practices and performance on key
principles defined by Regulation 34(2)(f) of the
Listing Regulations as amended from time to
time, which cover topics across all ESG
dimensions. The BRSR is attached and is a part
of this Annual Report as set out in Annexure XI
of this report and is also available on Company's
website at www.magellanic-cloud.com

COMPOSITION OF AUDIT COMMITTEE

Your Company has formed an Audit Committee
as per the Companies Act, and the Listing
Agreement / SEBI (LODR) Regulations, 2015.

All members of the Audit Committee possess
strong knowledge of accounting and financial
management.

Further, the Audit Committee is functional as

per the provision of Section 177 of Companies
Act, 2013 and Rules made thereunder and as
per Regulation 18 of Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

COMPOSITION OF NOMINATION &
REMUNERATION COMMITTEE

Your Company has formed a Nomination &
Remuneration Committee to lay down norms for
the determination of remuneration of the
executive as well as non-executive directors and
executives at all levels of the Company.

The other details of the Nomination &
Remuneration Committee are given in the
Corporate Governance Report, appearing as a
separate section in this Annual Report.

NOMINATION AND REMUNERATION
POLICY

The current policy is to have an appropriate mix
of executive, non-executive and independent
directors to maintain the independence of the
Board and separate its functions of governance
and management. As of March 31, 2025, the
Board had six members, consisting of an
executive director, a non-executive and non¬
independent director and three independent
directors. One of the independent directors of
the Board is a woman. The details of Board and
committee composition, tenure of directors,
areas of expertise and other details are available
in the Corporate Governance section that forms
part of this Integrated Annual Report.

The policy of the Company on directors'
appointment and remuneration, including the
criteria for determining qualifications, positive
attributes, independence of a director and other
matters, as required under sub-section (3) of
Section 178 of the Act, is available on our website,

at www.magellanic-cloud.com.

We affirm that the remuneration paid to the
directors is as per the terms laid out in the
Nomination and Remuneration Policy of the
Company. The Nomination and Remuneration
Policy is attached and is a part of this Annual
Report as set out in Annexure I of this report

COMPOSITION OF STAKEHOLDERS
RELATIONSHIP COMMITTEE

Your Board has constituted a Stakeholders
Relationship Committee to specifically look into
the mechanism of redressal of grievances of
shareholders etc. The Committee reviews
Shareholder's / Investor's complaints like
non-receipt of Annual Report, physical transfer/
transmission/transposition, split/ consolidation
of share certificates, issue of duplicate share
certificates, etc. This Committee is also
empowered to consider and resolve the
grievance of other stakeholders of the Company
including security holders.

The other details of the Stakeholders
Relationship Committee are given in the
Corporate Governance Report, appearing as a
separate section in this Annual Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section
197 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Amendment Rules, 2016 in respect
of employees of the Company, is enclosed as
Annexure II and forms part of this Report.

Further, the names of the top ten employees in
terms of remuneration drawn are disclosed in
Annexure III and forms part of this Report.

ANNUAL RETURN

In accordance with the Act, the annual return in
the prescribed format is available on the
Company's website at www.magellanic-cloud.com.

DETAILS OF SUBSIDIARY/ JOINT
VENTURES/ASSOCIATE COMPANIES

The Statement AOC-1 pursuant to the provisions
of Section 129 (3) of the Companies Act, 2013
read with Rule 5 of the Companies (Accounts)

Rules, 2014 regarding Subsidiary Company is
enclosed as Annexure IV to this Report.

MANAGEMENT’S DISCUSSION AND
ANALYSIS

In terms of the provisions of Regulation 34 of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“the Listing
Regulations”) as amended from time to time,
the Management's discussion and analysis is set
out in this Integrated Annual Report as Annexure V.

STATUTORY AUDITOR AND
AUDITOR REPORT

M/s. Bhuta Shah & Co. LLP., Chartered Accountants,
Mumbai [Firm Regn. No. 101474W/W100100]
tendered their resignation to discontinue as the
Statutory Auditor of the Company for the rema¬
ining term of their period. Hence, in order to fill up
the casual vacancy, the Board has appointed M/s
SGCO & Co. LLP, Chartered Accountants
(FRN:112081W/W100184) in the Board Meeting
convened on 12th September 2024. The office of
M/s SGCO & Co. LLP., Chartered Accountants,
Mumbai are to be confirmed by the members in
the ensuing Annual General Meeting, Further, their
appointment shall be for the tenure of 05 (Five)
years, subject to the approval of members in the
ensuing Annual General Meeting. As required under
Section 139 of the Companies Act, 2013, the
Company has received a written consent from
M/s SGCO & Co. LLP., Chartered Accountants,
Mumbai, for such appointment and also a certificate

to the effect that their appointment, if made,
would be in accordance with Section 139(1) of
the Companies Act, 2013 and the rules made
thereunder. The Notes on financial statement
referred in the Auditors' Report are self¬
explanatory and do not call for any further
comments. The Auditor's report does not
contain any qualifications, reservation or
adverse remark.

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act,
2013 and Rules made there under, Mr. Deep
Shukla, Practicing Company Secretary, have
been appointed Secretarial Auditor of the
Company. The Secretarial Audit Report pertain¬
ing to the Company and its material subsidiar¬
ies are enclosed as Annexure VI to this report.

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 Act are not applicable
for the business activities carried out by the
Company.

EXPLANATION(S)/ COMMENT(S)
PURSUANT TO SECTION 134(3)(f)(i)&
(ii), IF ANY, OF THE COMPANIES ACT,
2013:

Explanation pursuant to Section 134(3)(f)(i):

There are no adverse remarks/qualifications
made in Statutory Report issued by Statutory
Auditor of the Company.

ANNUAL SECRETARIAL COMPLIANCE
REPORT

M/s Deep Shukla & Associates, Practicing
Company Secretaries, have been appointed to
give the Annual Secretarial Compliance
Certificate. The Annual Compliance Certificate is
enclosed as Annexure VII to this report.

principles generally accepted in India, including
the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This
responsibility also includes maintenance of
adequate accounting records in accordance
with the provisions of the Act for safeguarding
the assets of the Company and for preventing
and detecting frauds and other irregularities;
selection and application of appropriate
accounting policies; making judgments and
estimates that are reasonable and prudent; and
design, implementation and maintenance of
adequate internal financial controls, that were
operating effectively for ensuring the accuracy
and completeness of the accounting records,
relevant to the preparation and presentation of
the financial statements that give a true and fair
view and are free from material misstatement,
whether due to fraud or error.

RISK MANAGEMENT POLICY

The Company has come under the cap of top
1000 companies based on Market Capitalization;
the Company has formulated Risk Management
Committee pursuant to Regulation 21 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Further the company has also obtained Directors
and Officers Insurance pursuant to Regulation
25(10) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

DIVIDEND DISTRIBUTION POLICY

Your Company has adopted Dividend Distribution
Policy as per Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, also annexed as Annexure VIII.

The Dividend Distribution Policy can be accessed
on the website of the company at
https://magellanic-cloud.com/investors/policies/.

DEPOSITS

The Company has neither accepted nor renewed
any fixed deposits during the year under review.

There are no unclaimed deposits, unclaimed /
unpaid interest, refunds due to the deposit
holders or to be deposited to the Investor
Education and Protection Fund as on
March 31, 2025.

INTERNAL FINANCIAL CONTROLS

The Company has in place an adequate internal
financial controls system. The Audit Committee
of the Board periodically reviews the internal
control systems with the management and
Statutory Auditors. Significant findings are
discussed and follow-ups are taken thereon.

Further, the Board of Directors is responsible
for the matters stated in Section 134(5) of the
Companies Act, 2013 with respect to the
preparation of these financial statements that
give a true and fair view of the financial position,
financial performance and cash flows of the
Company in accordance with the accounting

PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered
under Section 186 of the Companies Act, 2013
("the Act") form part of the Notes to the
financial statements provided in this Integrated
Annual Report.

PARTICULARS OF CONTRACTS /
ARRANGEMENTS MADE WITH
RELATED PARTIES

All transactions entered into with Related Parties
as defined under Section 188 of the Companies
Act, 2013 and Regulation 2(1)(zb) and Regulation
23 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Require¬
ments) Regulations, 2015 during the financial
year were in the ordinary course of business and
on an arm's length pricing basis. There were no
materially significant transactions with related
parties during the financial year which were in
conflict with the interest of the Company.

INSURANCE

The properties/assets of the Company are
adequately insured.

CORPORATE SOCIAL RESPONSIBILITY
(CSR)

As part of its business, the Company has always
considered the community as its key stakeholder.
It believes that the community around its opera¬
tions should also grow and prosper in the same
manner as does its own business. Accordingly,
Corporate Social Responsibility forms an integral
part of the Company's business philosophy. The
Board of Directors directly oversees and executes
all CSR initiatives and activities in accordance with
Section 135(9) of the Companies Act, 2013.

The major thrust areas of the Company include
healthcare, education, women empowerment,
infrastructure support, integrated rural develop¬
ment, etc. which are aligned to the areas specified
under Schedule VII to the Companies Act, 2013.
The Annual Report on CSR activities of Financial
Year 2024-25 with requisite details in the specified
format as required under Companies (Corporate
Social Responsibility Policy) Rules, 2014 (as
amended) is enclosed at Annexure-IX and forms
part of this report. The CSR Policy of the Compa¬
ny may be accessed on the website of the Com¬
pany.

CORPORATE GOVERNANCE
CERTIFICATE

We ensure that, we evolve and follow the
corporate governance guidelines and best
practices sincerely, not only to boost long-term
shareholder value, but also to respect minority
rights. We consider it our inherent responsibility
to disclose timely and accurate information
regarding our operations and performance, as
well as the leadership and governance of the
Company.

Disclosure Requirements) Regulations, 2015
during the financial year were in the ordinary
course of business and on an arm's length
pricing basis. There were no materially
significant transactions with related parties
during the financial year which were in
conflict with the interest of the Company.

In compliance with Regulation 34(3) read with
Schedule V(C) of the SEBI (LODR) Regulations,
2015, a Report on Corporate Governance forms
part of this Annual Report. The Certificate as
issued by Practicing Company Secretary
certifying compliance with the conditions of
corporate governance as prescribed under
Schedule V(E) of the SEBI (LODR) Regulations,
2015, is annexed to the Corporate Governance
Report as Annexure X.

DISCLOSURE ON COMPLIANCE WITH
THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

The Company has set up an Internal Complaints
Committee for providing a redressal mechanism
pertaining to sexual harassment of women
employees at the workplace. Pursuant to the
Companies (Accounts) Second Amendment
Rules, 2025, the Board of Directors affirms that
the Company has complied with the provisions
under the Prevention of Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The details of the
cases reported and resolved during the financial
year are as follows:

DISCLOSURE ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

Your Company hereby confirms that it is in compliance with the applicable provisions of the Maternity
Benefit Act, 1961, including all amendments thereto, and has duly implemented the required measures to
ensure the welfare and rights of women employees as mandated under the said Act.

CONSERVATION OF ENERGY,
RESEARCH AND DEVELOPMENT,
TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE

The details of conservation of energy,
technology absorption, foreign exchange
earnings and outgo are as follows:

(a) Conservation of Energy

We continue to strengthen our energy
conservation efforts. We are always in lookout
for energy efficient measures for operation, and
value conservation of energy through usage of
latest technologies for quality of services.
Although the equipments used by the Company
are not energy sensitive by their very nature, still
the Company is making best possible efforts for
conservation of energy, which assures that the
computers and all other equipments to be

purchased by the Company strictly adhere to
environmental standards, and they make
optimum utilization of energy.

(b) Absorption of Technology

In this era of competition, in order to maintain
and increase the clients and customers, we
need to provide best quality services to our
clients and customers at minimum cost, which is
not possible without innovation, and adapting to
the latest technology available in the market for
providing the services.

(c) Research and Development (R&D)

The Company believes that in order to improve
the quality and standards of services, the
Company has a progressive Research and
Development Process, which should keep on
increasing along with the scale of operations of
the Company.

(d) Foreign Exchange Earnings and Outgo

During the financial year under review, the status of foreign earnings and outgo are:

(Amount in Rs.)

TRANSFER OF AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid
or unclaimed for a period of seven years.
Therefore there were no funds which were
required to be transferred to Investor Education
and Protection Fund (IEPF).

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS

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

LISTING WITH STOCK EXCHANGE

The Company's shares are listed on BSE Limited
and the National Stock Exchange of India Limited.
Your Company is pleased to inform that its equity
shares were listed on the National Stock
Exchange of India Limited (NSE) with effect from
07th February 2025. The listing marks a significant
milestone in the Company's growth journey,
enabling wider public participation and enhancing
the visibility, liquidity, and accessibility of its shares
in the Indian capital markets. The shares are now
traded under the designated symbol “MCLOUD”,
and this development reflects the Company's
commitment to transparency, good governance,
and long-term value creation for its stakeholders.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct
for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors,
Officers and designated employees of the
Company. The Code requires pre-clearance for
dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the
Directors, Officers and the designated
employees while in possession of unpublished
price sensitive information in relation to the
Company and during the period when the
Trading Window is closed. The Board is respon¬
sible for the implementation of the Code. All
Board of Directors and the designated employ¬
ees have confirmed compliance with the Code.

ACKNOWLEDGEMENT

The Directors would like to thank our clients, vendors, shareholders, customers, bankers, suppliers,
Government of India, particularly the Ministry of Corporate Affairs, Reserve Bank of India, Securities and
Exchange Board of India (SEBI) and everybody else with whose help, cooperation and hard work the
Company is able to achieve the results.

We place on record our appreciation for the contribution made by our employees at all levels. Our
consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board of Directors

^Sd/- Sd/-

^{Jagan Mohan Reddy Thumma} Joseph Sudheer Reddy Thumma

^{Managing Director} Managing Director

[DIN: 06554945] [DIN: 07033919]

Date: 29/08/2025
Registered Office:

6th Floor, Dallas Center,

83/1, Plot No A1, Knowledge City,

Rai Durg, Hyderabad, Telangana - 500032.