TeleCanor Global Ltd Directors Report

Your Directors hereby present the 31^st Annual Report together with the Audited Financial Statements of the Company for the financial year ended 31^st March, 2023.

FINANCIAL HIGHLIGHTS

The Companys financial performance for the financial year ended 31^st March, 2023 is summarised below:

(Amount in Lakh.)

FINANCIAL RESULTS	2022-23	2021-22
Income from Operation including other Income	-	-
Total Expenditure	320.70	62.03
Gross Profit / (Loss) after Interest	(320.70)	(62.03)
Depreciation	1.93	15.76
Profit/(Loss) After Tax	(322.63)	(77.79)

DIVIDEND

Your Directors have not recommended any dividend in view of the loss in the present financial year. There is a loss of 322.63 Lakhs in the current financial year against a loss of 77.79 Lakhs in the previous financial year. The main reason behind the loss as the company has yet to start its operations and there is a sudden breakdown of the business due to the pandemic and global market scenario.

RESERVES AND SURPLUS

During the financial year under review, Rs. NIL was transferred to the General Reserve. The balance transferred in Reserves and Surplus as at 31^st March, 2023, stood at Rs. 322.63 Lakhs (previous year Rs 77.79 Lakhs).

BUSINESS OPERATIONS & OUTLOOK

The Company is mainly in the business of providing ancillary services to the telecom industry, however the sector is still not encouraging and also there is lack of available prospects in the said industry and also the same is not visible at this point of time. However the company is marketing its IVR Systems and Core banking. The Company is also putting its best possible efforts to expand its VAS business. But due to these unavoidable circumstances the company was not able to start its operations.

SHARE CAPITAL OF THE COMPANY

The authorised share capital of your company as on 31^st March, 2023 was Rs.12,00,00,000 (Rupees Twelve Crores only) divided into 1,20,00,000 equity shares of Rs. 10/- each fully paid up.

The paid up equity share capital of your Company as on 31st March, 2023 was Rs. 11,39,09,140 (Rupees Eleven Crore Thirty Nine Lakhs Nine Thousand One Hundred and Forty only) divided into 1,13,90,914 equity shares of the face value of Rs. 10/- each fully paid up.

RISKS AND AREAS OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The company had no subsidiary, joint venture and associate company during the year under review.

EXTRACT OF ANNUAL RETURN

Under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 and read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return is available on the website of the Company at: www.telecanor.com/.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Appointment and Qualifications of Directors) Rules, 2014 and the Articles of Association of the Company, Mr. Pagidala Brahamananda Reddy (DIN: 09003086), Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and offers himself to be re-appointed as Executive Director of the company.

(b) Appointment

The company has placed for re-appointment of Mr. Pagidala Brahamananda Reddy as Executive Director of the company, director liable to retire by rotation. Brief resume of the Director proposed to be appointed/re-appointed as stipulated under Regulation 26(4) and 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in the Notice convening the 31^st Annual General Meeting of the Company.

c) Cessation

During the year Mr. Maruti Ram Praturi (DIN: 01556649 and Mr. Hemant Kumar Gupta (DIN No: 06783590) were resigned from the directorship of the company, and the company appraised them for the time and services devoted by them to the company.

Declaration from Independent Directors

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent. or more of its gross turnover or total income or fifty Lakhs rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives-holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed; 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- a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

d) Annual Performance and Board Evaluation

The Board has devised a policy pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for performance evaluation of the Board and individual Directors (including Independent Directors) and Committees which includes criteria for performance evaluation of Nonexecutive Directors and Executive Directors. The Board has devised questionnaire to evaluate the performances of Board, Board Committees and individual Directors and Chairperson. The Chairman of respective Board Committees shared the report on evaluation with the respective committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective

Board Committees. The reports on performance evaluation of the individual Directors were reviewed by the Chairman of the Board.

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

I. Attendance at Board Meetings and Committee Meetings;

II. Quality of contribution to Board deliberations;

III. Strategic perspectives or inputs regarding future growth of Company and its performance;

IV. Providing perspectives and feedback going beyond information provided by the management

e) Key Managerial Personnel (KMP)

Mrs. Pilli Swetha, Managing Director, Mr. Pagidala Brahamananda Reddy, Chief Financial Officer and Mr. Dhawal Doshi, Company Secretary are the Key Managerial Personnel of the Company.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board of Directors of the Company, based on the recommendation of the Nomination & Remuneration Committee has formulated a Remuneration Policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

AUDIT COMMITTEE AND ITS COMPOSITION

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also overviews the Companys internal control and financial reporting process. As on 31^st March, 2023, the Audit Committee comprised of Mr. Kuppili Rama Chandra Sekhar, Mrs. Nalgonda Sujatha and Mr. Pagidala Brahamananda Reddy. Mr. Kuppili Rama Chandra Sekhar, is the Chairman of the Audit Committee. Mr. Dhawal Doshi, Company Secretary of the Company acts as the Secretary of the Audit Committee.

MEETINGS OF THE BOARD

During the financial year 2022-2023, the Board met 6 (Six) times viz. 6.4.2022, 30.05.2022, 13.08.2022, 6.9.2022, 14.11.2022 and 14.02.2023. The intervening gap between any two consecutive meetings was within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(5) of the Companies Act, 2013 state 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 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;

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; and

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.

Remuneration to the Directors/KMP

Sr. Names No.	Designation	Remuneration in 2022-23
1. Pilli Swetha	Managing Director	4,80,000/-
2. Dhawal Doshi	Company Secretary	1,80,000/-

Managerial Remuneration and Particulars of Employees

The Information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules 2014 in respect of the employees of the Company are given in Annexure - A forming part of the report.

DEPOSITS

During the financial year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

Your company has no material individual transactions with its related parties which are covered under section 188 of the Companies Act, 2013, which are not in the ordinary course of business and not undertaken on an arms length basis during the financial year 2022-23.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There are no Loans, guarantee or Investment as per Section 186 of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVE

As the company does not have net worth of rupees five hundred crore or more, or turnover of rupees one thousand crores or more or a net profit of rupees five crore or more during any financial year, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable.

WHISTLE BLOWER / VIGIL MECHANISM POLICY

As required under section 177(9) & (10) of the Companies Act, 2013, the Company has established a mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of code of conduct or ethics policy. The mechanism also provides for adequate safeguards against victimization of director(s) / employee(s) who avails of the mechanism and also provides for direct access to the Chairman of the Audit Committee in the exceptional cases. Vigil Mechanism policy is duly posted on the website of the company at www.telecanor.com .We affirm that during the financial year 2022-2023, no employee or director was denied access to the Audit Committee.

Accordingly, ‘Whistle Blower Policy has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Chairman of the Audit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, and Rules made there under M/s. SMV & Co., Chartered Accountant, (FRN No. 015630S) Statutory Auditors of the Company, retires at the conclusion of the ensuing Annual General Meeting and has shown their unwillingness to be re-appointment as the Statutory Auditors. The Board of Directors places on record its appreciation for the services rendered by M/s. SMV & Co., Chartered Accountant, during their tenure as the Statutory Auditors of the Company. Based on the recommendation of the Audit Committee, the Board of Directors of the Company has recommended the appointment of M/s K.K.Goel & Associates, Chartered Accountant (FRN No. 005299N) as the Statutory Auditors of the Company, subject to the approval of the Members of the Company in the Companys ensuing Annual General Meeting. M/s K.K.Goel & Associates. shall hold office for a term of five years, from the conclusion of the 31^st Annual General Meeting until the conclusion of the 35^th Annual General Meeting of the Company to be held in the year 2027, subject to ratification of their appointment by the members, if required, at every intervening Annual General Meeting held after this Annual General Meeting. The proposal of their appointment is included in the Notice of the ensuing Annual General Meeting for approval of the Members of the Company. M/s K.K.Goel & Associates. has furnished written consent and a confirmation to the effect that they are not disqualified to be appointed as the Statutory Auditor of the Company in terms of the provisions of Section 139 of the Companies Act, 2013 and Rules framed there under.

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 Board had appointed M/s Sourav Kedia & Associates, Practising Company Secretary, Kolkata [C.P.No, 15259], to undertake Secretarial Audit of the Company for the financial year 2022-2023. The Secretarial Audit Report is annexed to this report as "Annexure B".

COST AUDITOR

Our Company is yet to start its operations and hence not meeting the criteria of appointing the cost Auditor. Hence the same is not applicable on our company.

INTERNAL AUDITORS

CA Varsha Murarka, was appointed as Internal Auditor of the Company to conduct the Internal Audit of the Company for the Financial Year 2022-23

AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

There are no qualifications, reservations or adverse remarks or disclaimer neither made by the Statutory Auditor in their Auditors report, there are some qualification remarks raised by the Secretarial Auditor in their Secretarial Audit Report for the financial year 2022-2023.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, is annexed to this report as "Annexure C".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report have been made a part of the Annual Report and is annexed to this report as "Annexure D".

CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report of your Company and a Certificate on Corporate Governance Compliance received from M/s SMV & Co., Chartered Accountant, are annexed to this Annual report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have any bearing on Companys operations in future.

INTERNAL FINANCIAL CONTROL SYSTEMS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically and used efficiently and are adequately protected.

PREVENTION, PROHIBITION & REDRESSAL OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place an internal complaint committee under section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said committee.

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013, An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy. Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

POLICY ON ORDERLY SUCCESSION FOR APPOINTMENT

The Board has framed a policy which lays down a framework in relation to Orderly succession of Directors senior Management based on recommendation made by Nomination and Remuneration Committee.

The key features of the policy are as follows:

• Criteria for appointment and removal of Director, key managerial personnel and senior management.

• Criteria for performance evaluation.

• Criteria for fixing the remuneration of Director, key managerial personnel and senior management.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

Your company has organized a familiarisation programme for the independent directors as per the requirement of the Companies Act 2013 along with the requirements of SEBI (LODR), Regulations 2015.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

As part of green initiative, the electronic copies of this Annual Report including the Notice of the 31^st AGM are sent to all members whose email addresses are registered with the Company / Registrar / Depository Participant(s). As per SEBI Circular SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020 the requirement of sending physical copies of annual report to those shareholders who have not registered their email addresses was dispensed with for Listed Entities who conducted their AGMs during the calendar year 2023. The same has been implemented for Listed Entities who conducted their AGMs during the calendar year 2021 vide SEBI Circular dated 15th January, 2021 and further during the calendar year 2022 vide SEBI Circular dated 13th May, 2022. In this respect the physical copies are not being sent to the shareholders. The copy of the same would be available on the website: http://telecanor.com/. The initiatives were taken for asking the shareholders to register or update their email addresses. The Company is providing e-voting facility to all its Members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the Notice.

Disclosure under Insolvency and Bankruptcy Code, 2016

During the year under review, neither any application was made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

Details of difference between amount of the valuation

There was no one time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, 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 are not applicable.

INVESTOR RELATIONS

Your company always endeavours to keep the time of response to shareholders request/grievance at the minimum. Priority is accorded to address all the issues raised by shareholders and provide them a satisfactory reply at the earliest possible time. The Stakeholder Relationship Committee of the board meets periodically and reviews the status of the Shareholders Grievances.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the continued cooperation, guidance, support and assistance extended during the year under report by the Companys bankers, customers, suppliers, shareholders and the Government agencies. The Board of Directors wishes to express its appreciation for the valuable contribution made by the employees and workmen at all levels during the year under report.

For and on behalf of Board of Directors

For Telecanor Global Limited

Sd/-

PILLI SWETHA

Managing Director

DIN: 06397865

Date: 6^th September 2023

Place: Hyderabad