General information about company |
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| Scrip code | 538891 |
| NSE Symbol | |
| MSEI Symbol | |
| ISIN | INE613C01018 |
| Name of the entity | MAGELLANIC CLOUD LIMITED |
| Date of start of financial year | 01-04-2023 |
| Date of end of financial year | 31-03-2024 |
| Reporting Quarter | Yearly |
| Date of Report | 31-03-2024 |
| Risk management committee | Applicable |
| Market Capitalisation as per immediate previous Financial Year | Top 1000 listed entities |
Annexure I |
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Annexure I to be submitted by listed entity on quarterly basis |
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I. Composition of Board of Directors |
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| Disclosure of notes on composition of board of directors explanatory | |||||||||||||||||||||||||
| Whether the listed entity has a Regular Chairperson | Yes | ||||||||||||||||||||||||
| Whether Chairperson is related to MD or CEO | Yes | ||||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | |||||||||||||||||
| 1 | Mr | Jagan Mohan Reddy Thumma | ACPPT6939C | 06554945 | Executive Director | Not Applicable | MD | 16-11-1977 | |||||||||||||||||
| 2 | Mr | Joseph Sudheer Reddy Thumma | AWLPT4630L | 07033919 | Executive Director | Chairperson | CEO-MD | 07-07-1975 | |||||||||||||||||
| 3 | Mr | Carwin Heierman | ZZZZZ9999Z | 08458981 | Executive Director | Not Applicable | 28-08-1974 | ||||||||||||||||||
| 4 | Mr | Robert Alan Forbes Jr. | ZZZZZ9999Z | 08459003 | Non-Executive - Independent Director | Not Applicable | 21-05-1965 | ||||||||||||||||||
| 5 | Mr | Elisha Thatisetty | AHLPT4514A | 08531842 | Non-Executive - Independent Director | Not Applicable | 10-11-1976 | ||||||||||||||||||
| 6 | Mrs | Nikitha Tiparnapally | AQBPT1210E | 07399613 | Non-Executive - Independent Director | Not Applicable | 16-02-1990 | ||||||||||||||||||
I. Composition of Board of Directors |
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Disqualification of Directors under section 164 of the Companies Act, 2013 |
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| Sr | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | ||||||||||||||||||||
| 1 | No | Active | |||||||||||||||||||||||
| 2 | No | Active | |||||||||||||||||||||||
| 3 | No | Active | |||||||||||||||||||||||
| 4 | No | Active | |||||||||||||||||||||||
| 5 | No | Active | |||||||||||||||||||||||
| 6 | No | Active | |||||||||||||||||||||||
I. Composition of Board of Directors |
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| Sr | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Reason for Cessation | Notes for not providing PAN | Notes for not providing DIN | ||||||||||||||
| 1 | NA | 28-05-2019 | 28-05-2019 | 1 | 0 | 2 | 2 | Others | |||||||||||||||||||
| 2 | NA | 28-05-2019 | 28-05-2019 | 1 | 0 | 0 | 0 | Others | |||||||||||||||||||
| 3 | NA | 10-08-2019 | 55 | 1 | 0 | 0 | 0 | Others | Textual Information(1) | ||||||||||||||||||
| 4 | NA | 10-08-2019 | 55 | 1 | 1 | 0 | 0 | Others | Textual Information(2) | ||||||||||||||||||
| 5 | NA | 28-09-2020 | 55 | 1 | 1 | 2 | 2 | Others | |||||||||||||||||||
| 6 | NA | 26-02-2016 | 97 | 1 | 1 | 2 | 2 | Others | |||||||||||||||||||
Text Block |
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| Textual Information(1) |
Foriegn Resident dont have PAN
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| Textual Information(2) |
Foreign Resident dont have PAN
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Audit Committee Details |
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| Whether the Audit Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 07399613 | Nikitha Tiparnapally | Non-Executive - Independent Director | Chairperson | 26-02-2016 | ||
| 2 | 08531842 | Elisha Thatisetty | Non-Executive - Independent Director | Member | 14-08-2019 | ||
| 3 | 08459003 | Robert Alan Forbes Jr. | Non-Executive - Independent Director | Member | 19-05-2019 | ||
Nomination and remuneration committee |
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| Whether the Nomination and remuneration committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 07399613 | Nikitha Tiparnapally | Non-Executive - Independent Director | Chairperson | 26-02-2016 | ||
| 2 | 08531842 | Elisha Thatisetty | Non-Executive - Independent Director | Member | 14-08-2019 | ||
| 3 | 06554945 | Jagan Mohan Reddy Thumma | Executive Director | Member | 29-12-2015 | ||
Stakeholders Relationship Committee |
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| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 07399613 | Nikitha Tiparnapally | Non-Executive - Independent Director | Chairperson | 26-02-2016 | ||
| 2 | 08531842 | Elisha Thatisetty | Non-Executive - Independent Director | Member | 14-08-2019 | ||
| 3 | 06554945 | Jagan Mohan Reddy Thumma | Executive Director | Member | 29-12-2015 | ||
Risk Management Committee |
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| Whether the Risk Management Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 07399613 | Nikitha Tiparnapally | Non-Executive - Independent Director | Chairperson | 25-05-2022 | ||
| 2 | 08531842 | Elisha Thatisetty | Non-Executive - Independent Director | Member | 25-05-2022 | ||
| 3 | 06554945 | Jagan Mohan Reddy Thumma | Executive Director | Member | 25-05-2022 | ||
Corporate Social Responsibility Committee |
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| Whether the Corporate Social Responsibility Committee has a Regular Chairperson | |||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
Other Committee |
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| Sr | DIN Number | Name of Committee members | Name of other committee | Category 1 of directors | Category 2 of directors | Remarks |
Annexure 1 |
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Annexure 1 |
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III. Meeting of Board of Directors |
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| Disclosure of notes on meeting of board of directors explanatory | ||||||||
| Sr | Date(s) of meeting (if any) in the previous quarter | Date(s) of meeting (if any) in the current quarter | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors present* (All directors including Independent Director) | No. of Independent Directors attending the meeting* |
| 1 | 10-11-2023 | Yes | 6 | 4 | 2 | |||
| 2 | 13-02-2024 | 94 | Yes | 6 | 3 | 1 | ||
Annexure 1 |
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IV. Meeting of Committees |
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| Disclosure of notes on meeting of committees explanatory | ||||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 1 | Audit Committee | 10-11-2023 | Yes | 3 | 2 | 1 | 0 | |||
| 2 | Audit Committee | 13-02-2024 | 94 | Yes | 3 | 3 | 1 | 0 | ||
| 3 | Nomination and remuneration committee | 13-02-2024 | Yes | 3 | 3 | 1 | 0 | |||
Annexure 1 |
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V. Related Party Transactions |
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| Sr | Subject | Compliance status (Yes/No/NA) | If status is �No� details of non-compliance may be given here. |
| 1 | Whether prior approval of audit committee obtained | Yes | |
| 2 | Whether shareholder approval obtained for material RPT | NA | |
| 3 | Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee | Yes | |
Annexure 1 |
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VI. Affirmations |
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| Sr | Subject | Compliance status (Yes/No) |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee | Yes |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) | Yes |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 7 | The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes |
Annexure 1 |
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| Sr | Subject | Compliance status |
| 1 | Name of signatory | Joseph sudheer reddy thumma |
| 2 | Designation | Managing Director |
Annexure II |
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Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) |
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I. Disclosure on website in terms of Listing Regulations |
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| Sr | Item | Compliance status (Yes/No/NA) | If status is �No� details of non-compliance may be given here. | Web address |
| 1 | Details of business | Yes | https://magellanic-cloud.com/investors/# | |
| 2 | Terms and conditions of appointment of independent directors | Yes | https://magellanic-cloud.com/investors/# | |
| 3 | Composition of various committees of board of directors | Yes | https://magellanic-cloud.com/investors/# | |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | https://magellanic-cloud.com/investors/# | |
| 5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | https://magellanic-cloud.com/investors/# | |
| 6 | Criteria of making payments to non-executive directors | Yes | https://magellanic-cloud.com/investors/# | |
| 7 | Policy on dealing with related party transactions | Yes | https://magellanic-cloud.com/investors/# | |
| 8 | Policy for determining �material� subsidiaries | Yes | https://magellanic-cloud.com/investors/# | |
| 9 | Details of familiarization programmes imparted to independent directors | Yes | https://magellanic-cloud.com/investors/# | |
| 10 | Email address for grievance redressal and other relevant details | Yes | https://magellanic-cloud.com/investors/# | |
| 11 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | https://magellanic-cloud.com/investors/# | |
| 12 | Financial results | Yes | https://magellanic-cloud.com/investors/# | |
| 13 | Shareholding pattern | Yes | https://magellanic-cloud.com/investors/# | |
| 14 | Details of agreements entered into with the media companies and/or their associates | Yes | https://magellanic-cloud.com/investors/# | |
Annexure II |
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Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) |
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I. Disclosure on website in terms of Listing Regulations |
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| Sr | Item | Compliance status (Yes/No/NA) | If status is �No� details of non-compliance may be given here. | Web address |
| 15.1 | Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange | Yes | https://magellanic-cloud.com/investors/# | |
| 15.2 | Audio or video recordings and transcripts of post earnings/quarterly calls | Yes | https://magellanic-cloud.com/investors/# | |
| 16 | New name and the old name of the listed entity | Yes | https://magellanic-cloud.com/investors/# | |
| 17 | Advertisements as per regulation 47 (1) | Yes | https://magellanic-cloud.com/investors/# | |
| 18 | Credit rating or revision in credit rating obtained | Yes | https://magellanic-cloud.com/investors/# | |
| 19 | Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year | Yes | https://magellanic-cloud.com/investors/# | |
| 20 | Secretarial Compliance Report | Yes | https://magellanic-cloud.com/investors/# | |
| 21 | Materiality Policy as per Regulation 30 (4) | Yes | https://magellanic-cloud.com/investors/# | |
| 22 | Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) | Yes | https://magellanic-cloud.com/investors/# | |
| 23 | Disclosures under regulation 30(8) | Yes | https://magellanic-cloud.com/investors/# | |
| 24 | Statements of deviation(s) or variations(s) as specified in regulation 32 | Yes | https://magellanic-cloud.com/investors/# | |
| 25 | Dividend Distribution policy as per Regulation 43A(1) | Yes | https://magellanic-cloud.com/investors/# | |
| 26 | Annual return as provided under section 92 of the Companies Act, 2013 | Yes | https://magellanic-cloud.com/investors/# | |
| 27 | Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) | Yes | https://magellanic-cloud.com/investors/# | |
| 28 | Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updating | Yes | https://magellanic-cloud.com/investors/# | |
Annexure II |
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II. Annual Affirmations |
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| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is �No� details of non-compliance may be given here. |
| 1 | Independent director(s) have been appointed in terms of specified criteria of �independence� and/or �eligibility� | 16(1)(b) & 25(6) | Yes | |
| 2 | Board composition | 17(1), 17(1A) & 17(1C), 17(1D) & 17(1E) | Yes | |
| 3 | Meeting of Board of directors | 17(2) | Yes | |
| 4 | Quorum of Board meeting | 17(2A) | Yes | |
| 5 | Review of Compliance Reports | 17(3) | Yes | |
| 6 | Plans for orderly succession for appointments | 17(4) | Yes | |
| 7 | Code of Conduct | 17(5) | Yes | |
| 8 | Fees/compensation | 17(6) | Yes | |
| 9 | Minimum Information | 17(7) | Yes | |
| 10 | Compliance Certificate | 17(8) | Yes | |
Annexure II |
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II. Annual Affirmations |
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| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is �No� details of non-compliance may be given here. |
| 11 | Risk Assessment & Management | 17(9) | Yes | |
| 12 | Performance Evaluation of Independent Directors | 17(10) | Yes | |
| 13 | Recommendation of Board | 17(11) | Yes | |
| 14 | Maximum number of Directorships | 17A | Yes | |
| 15 | Composition of Audit Committee | 18(1) | Yes | |
| 16 | Meeting of Audit Committee | 18(2) | Yes | |
| 17 | Role of Audit Committee and information to be reviewed by the audit committee | 18(3) | Yes | |
| 18 | Composition of nomination & remuneration committee | 19(1) & (2) | Yes | |
| 19 | Quorum of Nomination and Remuneration Committee meeting | 19(2A) | Yes | |
| 20 | Meeting of Nomination and Remuneration Committee | 19(3A) | Yes | |
Annexure II |
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II. Annual Affirmations |
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| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is �No� details of non-compliance may be given here. |
| 21 | Role of Nomination and Remuneration Committee | 19(4) | Yes | |
| 22 | Composition of Stakeholder Relationship Committee | 20(1), 20(2) & 20(2A) | Yes | |
| 23 | Meeting of Stakeholders Relationship Committee | 20(3A) | Yes | |
| 24 | Role of Stakeholders Relationship Committee | 20(4) | Yes | |
| 25 | Composition and role of risk management committee | 21(1),(2),(3),(4) | Yes | |
| 26 | Meeting of Risk Management Committee | 21(3A) | Yes | |
| 27 | Quorum of Risk Management Committee meeting | 21(3B) | Yes | |
| 28 | Gap between the meetings of the Risk Management Committee | 21(3C) | Yes | |
| 29 | Vigil Mechanism | 22 | Yes | |
| 30 | Policy for related party Transaction | 23(1), (1A), (5), (6), & (8) | Yes | |
Annexure II |
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II. Annual Affirmations |
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| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is �No� details of non-compliance may be given here. |
| 31 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | Yes | |
| 32 | Approval for material related party transactions | 23(4) | Yes | |
| 33 | Disclosure of related party transactions on consolidated basis | 23(9) | Yes | |
| 34 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | Yes | |
| 35 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | Yes | |
| 36 | Alternate Director to Independent Director | 25(1) | Yes | |
| 37 | Maximum Tenure | 25(2) | Yes | |
| 38 | Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism | 25(2A) | Yes | |
| 39 | Meeting of independent directors | 25(3) & (4) | Yes | |
| 40 | Familiarization of independent directors | 25(7) | Yes | |
Annexure II |
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II. Annual Affirmations |
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| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is �No� details of non-compliance may be given here. |
| 41 | Declaration from Independent Director | 25(8) & (9) | Yes | |
| 42 | Directors and Officers insurance | 25(10) | Yes | |
| 43 | Confirmation with respect to appointment of Independent Directors who resigned from the listed entity | 25(11) | Yes | |
| 44 | Memberships in Committees | 26(1) | Yes | |
| 45 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
| 46 | Disclosure of Shareholding by Non-Executive Directors | 26(4) | Yes | |
| 47 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
| 48 | Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity | 26(6) | Yes | |
| 49 | Vacancies in respect Key Managerial Personnel | 26A(1) & 26A(2) | Yes | |
| Any other information to be provided - Add Notes | ||||
Annexure II |
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| 1 | Name of signatory | Joseph sudheer reddy thumma |
| 2 | Designation | Managing Director |
Annexure II |
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III. Affirmations |
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| Sr | Particulars | Compliance status (Yes/No/NA) | |
| 1 | The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied | NA | |
| Any other information to be provided | |||
Annexure II |
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| 1 | Name of signatory | Joseph sudheer reddy thumma |
| 2 | Designation | Managing Director |
Additional Half yearly Disclosure |
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| Applicability of disclosure | Not Applicable | ||||||
| Reason for Non Applicability | Textual Information(1) | ||||||
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| Textual Information(1) |
Not Required as per law
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Details of Cyber security incidence |
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| Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter | No | |
| Number of cyber security incidence or breaches or loss of data event occurred during the quarter | ||
| Sr. | Date of the event | Brief details of the event |
Signatory Details |
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| Name of signatory | Joseph sudheer reddy thumma |
| Designation of person | Managing Director |
| Place | Hyderabad |
| Date | 12-04-2024 |