Directors Report of Securekloud Technologies Ltd.

Mar 31, 2018

The Board of Directors of 8K Miles Software Services Limited have pleasure in presenting the Thirty Third Annual Report on the business & operations for the year ended 31^st March 2018 along with the Audited Financial Statements for the year.

FINANCIAL PERFORMANCE

The Financial performance of the Company for the year ended 31^st March 2018 & 31^st March 2017 is summarized below. The financial statements for the year have been prepared in accordance with the new mandatory accounting standards Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016, as applicable and necessary changes were made to the corresponding figures of the previous year.

Amount In Rs. Lakhs

Particulars	Consolidated		Standalone
	FY18	FY17	FY18	FY17
Revenue	84,923.87	52,833.50	5,056.52	3,746.40
Earnings Before Interest & Depreciation	30,087.02	18,541.64	1,560.76	737.26
Interest	971.49	135.30	755.42	89.90
Depreciation and Amortization	2,518.68	1,351.63	83.87	304.28
Profit Before Tax (PBT)	26,596.85	17,054.71	721.47	343.08
Profit After Tax (PAT) before Minority Interest	20,541.31	12,918.53	487.84	163.28
Profit After Tax (PAT) after Minority Interest	17,161.62	10,447.08	487.84	163.28

FINANCIAL PERSPECTIVE (CONSOLIDATED)

On consolidated basis, revenue for the year is Rs.84,923.87 lakhs signifying a growth of 60.74% in Rupee terms. EBITDA margin for the current year is 35.43% as compared to 35.09% in previous year. Profit After Tax (PAT) after Minority Interest has increased by 64.27% to Rs.17,161.62 Lakhs as compared to Rs.10,447.08 Lakhs in the previous year. Total employee benefit expenses have increased by 33.57%. However, Employee benefits expenses as a percentage to revenue, has decreased by only 5.64% on Revenue.

Highlights of performance are discussed in detail in the Management Discussion and Analysis Report attached as Annexure D to this Report.

SHARE CAPITAL

We have only one class of shares - equity shares of par value Rs.5 each. The authorized share capital as at 31^st March 2018 was Rs.3,000 Lakhs divided into 600 Lakhs Equity shares of Rs.5 each. The paid-up share capital as at 31^st March 2018 was Rs.1,525.88 lakhs divided into 3,05,17,605 equity shares of Rs.5 each.

DIVIDEND

Your company is exploring new business opportunities; therefore it is necessary to conserve the funds to meet these investment opportunities, which your Board believes would enhance the shareholders’ wealth in coming periods. Thus, your Board has not recommended any dividend for the financial year 2017-18.

TRANSFER TO RESERVES

The provisions of Section 124(5) of the Companies Act, 2013 do not apply, as the amount lying with unpaid dividend account is not more than seven years.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply, as there was no dividend declared and paid during the year.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have not been any material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the company to which the financial statements relate and the date of the Report & change in nature of business, if any.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Act form part of the notes to the financial statements provided in this Annual Report.

BOARD AND COMMITTEE MEETINGS

The Board met 7 times during the year. The details regarding the board meetings and committee meetings are given separately in the Corporate Governance Report as Annexure B to this report. The gap intervening between two meetings of the board is within the stipulated time frame prescribed in the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

INDEPENDENT DIRECTORS

Independent Directors of the company are not liable to retire by rotation. The company has received declarations from all the Independent Directors of the company confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI (LODR) Regulations, 2015. The terms of appointment of Independent Directors are available in the website of the company.

https://8kmiles.com/Investor/Policies/FamilirizationprogramforIndependentDirectors.pdf

SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year, a separate meeting of Independent Directors was held on 30^th March 2018. The Independent Directors actively participated and provided guidance to the Company in all its spheres.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee of the Company reviews the composition of board to ensure that there is appropriate mix of talent, qualification, experience and diversity in the Board. Pursuant to Section 178 of the Companies Act, 2013, the Remuneration policy has been formulated to govern the terms of appointment and remuneration of Directors of the Company. The policy ensures that the remuneration paid is sufficient to retain and motivate the Directors of the company. The Remuneration policy is available in the website of the Company.

https://8kmiles.com/Investor/Policies/Remunerationpolicy.pdf

SUBSIDIARY COMPANIES

1) 8K Miles Software Services Inc. USA

(i) Nexage Technologies USA Inc

(ii) Cornerstone Advisors Inc. USA

2) 8K Miles Software Services FZE. UAE

3) 8K Miles Health Cloud Inc. USA (i) Serj Solutions Inc. USA

4) Mentor Minds Solutions and Services Inc. USA

5) Mentor Minds Solutions and Services (P) Ltd. India (Till 28^th February 2018)

CONSOLIDATED ACCOUNTS

The accounts of the subsidiary companies are consolidated with the accounts of the company in accordance with the provisions of section 129 of the Companies Act, 2013 and regulation 33 of SEBI (LODR) Regulations, 2015. The consolidated financial information forms part of the Annual Report.

A statement under Section 129 (3) of the Companies Act, 2013 in Form AOC-1 is attached as Annexure F to the Directors Report.

CONSERVATION OF ENERGY

a) Company ensures that the operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilisation of energy are not quantitative, its impact on cost cannot be stated accurately.

d) Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, the question of furnishing the same does not arise.

TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS

The Company continues to innovate, develop, adopt and use the latest technologies to improve the productivity and quality of its services. The Company’s core business demands innovation & adoption of emerging technologies to stay ahead of competition. The Company has made significant investments in area of Product/ framework to reduce the Cloud transformation time for our customers while staying ahead of competition.

The Company has taken following initiatives during the year to improve the productivity and quality of its services:

- Developed Patient-centric Health Exchange platform targeting to have Patient as the central and primary focus on the Blockchain technology. This will enable the platform to represent Patient’s medical history effectively, which is the foundation for Healthcare and Health Information Exchange. Such Exchange can be integrated with any EHR/ EMR solutions such as EPIC, Cerner and Meditech thus not impacting the way hospitals run today, while enabling Patients to have direct access to his/ her own medical records - on their mobile phones and tables. This not only ensures transparency but also enable the patients share the necessary medical records information with other Providers for effective continuation or validation of care.

- Integrating with Payers (Insurance companies) would extend Digital Experience of the patients so the Exchange becomes a primary point of interaction as it would be able to address Insurance related capabilities such as Viewing EOBs (Explanation of Benefits), Managing Claims, Paying Copays/Deductibles and so on. Having those capabilities on top of Public Cloud means not only an effective PaaS (Platform as a Service) solution but also makes it possible to provide Big Data Analytics and Artificial Intelligence, which will be very valuable for Pharma and Medical research.

OTHER LAWS:

Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company is committed to provide a work environment that ensures every women employee is treated with dignity and respect. The Company has setup an Internal Complaints Committee (ICC). ICC has representation of men and women and is chaired by women employee and has an external women representation. The Company is also committed to promote equality at work and an environment that is conducive to the professional growth for all employees and encourages equal opportunity. Your Company does not tolerate any form of sexual harassment and is committed to take all necessary steps to ensure that its employees are not subjected to any form of harassment including sexual harassment.

The Company has in place a Prevention of Sexual Harassment (POSH) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

APPOINTMENT OF DIRECTORS

Mr. Suresh Venkatachari, Managing Director retires by rotation at the forthcoming AGM and being eligible, offers himself for reappointment. The resolution seeking approval of the members for the re-appointment of Mr. Suresh Venkatachari, has been incorporated in the Notice of the AGM of the company.

Mr. R.S.Ramani, Whole-Time Director retires by rotation at the forthcoming AGM and being eligible, offers himself for reappointment. The resolution seeking approval of the members for the re-appointment of Mr.R.S.Ramani, has been incorporated in the Notice of the AGM of the company.

Mr. Vivek Prakash was appointed as an Additional Director (Independent Category) with effect from 17^th July 2018 for a period of 5 years subject to approval of members at the forthcoming AGM.

During the year under review, Mrs. Sujatha Chandrasekaran (who was appointed as additional Director by the Board on 8^th February 2017 and such appointment was subsequently regularized by the shareholders at the AGM held on 30^th September 2017) resigned from the Board with effect from 17^th July 2018. The Board wishes to place on record its appreciation for the valuable contributions made by her during her tenure as Director.

PARTICULARS OF EMPLOYEES

Information as required under the section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, attached as Annexure A to the Directors’ Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 (3) and Schedule V of SEBI (LODR) Regulations, 2015 the Corporate Governance Report forms an integral part of this Report.

A detailed report on Corporate Governance is available as a separate section in this Annual Report as Annexure B to this report.

A Certificate from the Practising Company Secretary regarding compliance with the requirements of Corporate Governance attached as Annexure C to this report as stipulated in SEBI (LODR) Regulations, 2015.

The Chief Executive Officer & Managing Director/Chief Financial Officer (CEO/CFO) certification as required under the SEBI Listing Regulations is attached as Annexure E to this report.

AUDITORS

The Members of your company at the 32^nd AGM of your company, held on 30^th September 2017 appointed M/s Deloitte Haskins & Sells LLP, Chartered Accountants as Statutory Auditors of your company to hold office till conclusion of AGM in the year 2022.

The requirement of ratification of appointment of Statutory Auditors in every Annual General Meeting has been omitted under the Companies (Amendment) Act, 2017 which is effective from 7^th May 2018. Accordingly, the Board has decided not to place the ratification before the Members of the Company at the 33^rd Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. Chandra & Associates, Practising Company Secretaries, to undertake the Secretarial Audit of the Company for the year ended 31^st March 2018.

The Secretarial Audit report forms part of the Annual Report attached as Annexure H to this report.

EXPLANATION TO OBSERVATION IN THE SECRETARIAL AUDIT REPORT Reply to Observations in Secretarial Audit Report: -

S. NO	Particulars	Response
1.	The company has entered into Related Party Transactions in the ordinary course and at arms’ length without taking prior approval of the Audit Committee under Clause 23 of the SEBI (Listing Obligations and Disclosure) Requirements (LODR) even though the transactions have been ratified at a later date.	Going forward the company will take suitable steps to obtain prior approval .
2.	The Company didn’t file MGT-10 pursuant to sec.93 of the Companies Act, 2013 (Section since deleted) when one of the promoter sold 2.24% of equity shares in Company in January 2018.	The delay was due to inadvertence. The Company has taken sufficient precautions not to repeat such instances in the future.
3.	The Company had granted loans / made investments to its subsidiary after taking approval of the board of directors as required u/s.179 of the Companies Act, 2013 but the filing of the resolution pursuant to sec.117 of the Companies Act, 2013 has not been complied with. The company is in the process of making an application for the condonation of delay and for filing the aforesaid form with ROC.	The company is in the process of making an application for the condonation of delay and for filing the aforesaid form with ROC and such delay was due to inadvertence.
4.	It is seen from the copies of the Inter Depository Delivery Instructions (Form 15 of the Depositories’ business Rules) by one of the promoters that he has transferred 16,50,000 equity shares of the Company before 31-03-2018 to his own account maintained with another depository, but the said shares are not reflected either in the Promoters’ category or Public category in the name of the said promoter as per the Benpos dated 06-04-2018. The said transfer perhaps is reflected as ‘disposal’ in the system based disclosures of insider trading by the BSE Limited. The shareholding pattern filed by the Company to the stock exchanges doesn’t reflect the aforesaid transaction	The promoter is in the process of taking up the same with the concerned for necessary corrective measures.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of Companies Act, 2013 an extract of Annual Return in form MGT 9 as on 31^st March 2018 is attached as Annexure I to this report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business and are in compliance of the provisions of the Companies Act, 2013 and the Listing Regulations. There are no material related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the company at large.

The details of the transactions with related parties are provided in the financial statements. Policy on Related Party transactions are available in the website.

https://8kmiles.com/Investor/Policies/PolicyonRelatedpartytransactions.pdf

The details of the related party transactions as required under the Companies Act, 2013 and rules made thereunder are attached in Form AOC-2 as Annexure G.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Provisions of section 135 of the Companies Act, 2013 are not applicable to the Company. However CSR activities are already embodied in the value system of the Company.

CODE OF BUSINESS CONDUCT AND ETHICS

The Board of Directors has approved a Code of Conduct and Ethics in terms of Schedule IV of Companies Act, 2013 and Listing Agreement. All the Board Members and the Senior Management personnel have confirmed compliance with the Code for the year ended 31^st March 2018. The annual report contains a declaration to this effect signed by the Managing Director.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015 the company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy provides a mechanism for all employees to report to the management, grievances about the unethical behaviour or any suspected fraud. The policy is available at the website of the company.

https://8kmiles.com/Investor/Policies/WhistleBlowerPolicy.pdf

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS.

There are no significant material orders passed by the regulators or courts or tribunals which would impact the going concern status of the Company.

EVALUATION OF BOARD’S PERFORMANCE

The board has carried out an evaluation of its own performance, and that of its directors individually. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report. Detailed Note on the composition of the Board and its committees are provided in the Corporate Governance Report.

REPORTING OF FRAUD

During the year under review, neither the statutory auditors nor the secretarial auditors has reported any instances of fraud committed against the Company by its officers or employees, as specified under Section 143(12) of Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

iii) 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

ACKNOWLEDGMENT AND APPRECIATION

The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, Customers, Suppliers and Regulatory & Governmental Authorities for their continued support to the Company. Further, the Directors appreciate and value the contributions made by Employees at all levels.

CAUTIONARY STATEMENT

The Directors’ Report & Management Discussion and Analysis contains forward-looking statements, which may be identified by the use of words in that direction or connoting the same. All statements that address expectations or projections about the future including but not limited to statements about your Company’s strategy for growth, product development, market positions, expenditures and financial results are forward looking statements.

Your Company’s actual results, performance & achievements could thus differ materially from those projected in such forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements on the basis of any subsequent development, information or events.

For and On behalf of the Board,

8K Miles Software Services Limited

Sd/-

Place: Chennai Suresh Venkatachari

Date: 7^th September 2018 Managing Director & CEO

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Mar 31, 2017

The Board of Directors of 8K Miles Software Services Limited have pleasure in presenting the Thirty Second Report on the business & operations for the year ended March 31, 2017 along with the Audited Financial Statements for the year.

FINANCIAL PERFORMANCE

The comparative figures of the financial performance of the company for the last two years are presented in the table below.

(Rs. in Lacs)

Particulars	Consolidated		Standalone
	FY 2016-17	FY 2015-16	FY 2016-17	FY 2015-16
Revenue	53437.71	27193.10	3746.40	2095.59
Earnings Before Interest & Depreciation	18634.16	8872.78	869.11	666.65
Interest	194.13	20.95	188.24	20.95
Depreciation and Amortization	1968.88	2022.89	329.82	460.93
Profit Before Tax (PBT)	16471.15	6828.95	351.05	184.76
Profit After Tax (PAT) before Minority Interest	12560.34	5323.61	225.52	121.62
Profit After Tax (PAT) after Minority Interest	10414.57	3958.60	225.52	121.62

financial perspective (consolidated)

Revenue for the year is 53437.71 signifying a growth of 96.51 % in Rupee terms. EBITDA margin for the current year is 34.87 % as compared to 32.63 % in previous year. PAT after Minority Interest has increased by 163% to 104.15 crores as compared to 39.59 crores in the previous year.

dividend

Your Board of Directors is pleased to recommend a dividend of Rs.1 per equity share of face value of Rs.5 each for the year ended 31st March 2017.

public deposits

Your company has not accepted any deposits within the meaning of Section 73 of the companies Act, 2013 and the companies (Acceptance of Deposits) Rules, 2014.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the companies Act, 2013 do not apply, as there was no dividend declared and paid during the year.

The dividend recommended by the board of directors for the year ended March 31, 2017 in their meeting held on May 10, 2017 is subject to the approval of the shareholders in the ensuing AGM to be held on September 30, 2017.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have not been any material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the Financial Year of the company to which the financial statements relate and the date of the Report & change in nature of business, if any.

particulars of loans, guarantees or investments

The company has not given any loans or guarantees covered under the provisions of section 186 of the companies Act, 2013. The detail of the investments made by company is given in the notes to the financial statements.

board and committee meetings

The Board met 15 times during the year. The details regarding the board meetings and committee meetings are given separately in the corporate Governance Report. The gap intervening between two meetings of the board is within the stipulated time frame prescribed in the companies Act, 2013 and SEBI (LoDR) Regulations, 2015.

INDEPENDENT DIRECTORS

Independent Directors of the company are not liable to retire by rotation. The company has received declarations from all the Independent Directors of the company confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the companies Act, 2013 and Regulation 16 (1) (b) of the SEBI (LoDR) Regulations, 2015. The terms of appointment of Independent Directors are available in the website of the company.

nomination and remuneration policy

The Nomination and Remuneration committee of the company review composition of board to ensure that there is appropriate mix of talent, qualification, experience and diversity in the Board. Pursuant to Section 178 of the companies Act, 2013, the Remuneration policy has been formulated to govern the terms of appointment and remuneration of Directors of the company. The policy ensures that the remuneration paid is sufficient to retain and motivate the Directors of the company. The Remuneration policy is available in the website of the company.

SUBSIDIARY COMPANIES

1) 8K Miles Software Services Inc. USA

2) 8K Miles Software Services FZE - UAE

3) 8K Miles Health cloud inc. USA

4) Mentor Minds Solutions and Services inc. USA

5) Mentor Minds Solutions and Services Private Ltd. india

consolidated accounts

The accounts of the subsidiary companies are consolidated with the accounts of the company in accordance with the provisions of section 129 of the companies Act, 2013 and regulation 33 of SEBI (LODR) Regulations, 2015. The consolidated financial information forms part of the Annual Report.

A statement under Section 129 (3) of the companies Act, 2013 in Form AOc-1 is annexed to the Directors Report

conservation OF ENERGY

a) Company ensures that the operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilisation of energy are not quantitative, its impact on cost cannot be stated accurately.

d) Since the company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, the question of furnishing the same does not arise.

APPOINTMENT OF DIRECTORS

Mr.Lakshmanan Kannappan, Who retires by rotation, being eligible, offers himself re-appointment.

Ms. Sujatha Chandrasekaran was appointed as an Additional Director NonExecutive Category at the meeting of board of directors held on February 8, 2017 pursuant to section 152 & 161 of the companies Act, 2013, who holds office up to the date of ensuing AGM and is proposed to be appointed as a Director in the ensuing AGM to be held on 30th September 2017.

AUDITORS

The Audit committee and the Board of Directors of the company have recommended the appointment of M/s Deloitte Haskins & Sells LLP as the Statutory Auditors of the company, in the place of existing auditors M/s.GHG Associates, chartered Accountants as they have expressed their unwillingness to the ratification of their appointment in the ensuing AGM, subject to the approval of the shareholders to hold office from the conclusion of this Annual General Meeting till the conclusion of 37th Annual General Meeting to be held in the year 2022. M/s Deloitte Haskins & Sells LLP have consented to the said appointment and confirmed that their appointment, if made, would be within the limits mentioned under the provisions of section 141 of the companies Act, 2013 and the companies (Audit and Auditors) Rules, 2014.

particulars OF EMPLOYEES

Information as required under the section 197 of the companies Act, 2013 read with Rule 5 of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure to the Directors’ Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business and are in compliance of the provisions of the companies Act, 2013 and the Listing Regulations. There are no material related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the company at large.

The Audit committee on a quarterly basis approves all related party transactions. The details of the transactions with related parties are provided in the financial statements. Policy on Related Party transactions are available in the website.

corporate social responsibility initiatives

The provisions of section 135 of the companies Act, 2013 are not applicable to the company. However cSR activities have already embodied in the value system of the company.

CODE OF BUSINESS CONDUCT AND ETHICS

The Board of Directors has approved a code of conduct and Ethics in terms of Schedule iv of companies Act, 2013 and Listing Agreement. All the Board Members and the Senior Management personnel have confirmed compliance with the code for the year ended March 31, 2017. The annual report contains a declaration to this effect signed by the Managing Director.

vigil mechanism / whistle blower policy

In accordance with section 177(9) and (10) of the companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015 the company has established a vigil Mechanism and has a whistle Blower Policy. The policy provides a mechanism for all employees to report to the management, grievances about the unethical behaviour or any suspected fraud. The policy is available at the website of the company.

PREVENTION OF INSIDER TRADING

The company has complied with the provisions of SEBI (Prevention of Insider Trading) Regulations. The company has adopted a code of conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors 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 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 responsible for implementation of the code. The code of conduct for prevention of insider trading is available in the website of the company.

EVALUATION OF BOARD’S PERFORMANCE

The board has carried out an evaluation of its own performance, and that of its directors individually. The manner in which the evaluation has been carried out is explained in the corporate Governance Report.

secretarial AUDIT

Pursuant to provisions of section 204 of the companies Act, 2013 and The companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr.Gouri Shanker Mishra, company Secretary in Practice to undertake the Secretarial Audit of the company for the year ended March 31, 2017. The Secretarial Audit report forms part of the Annual Report.

EXPLANATION TO OBSERVATION IN THE SECRETARIAL AUDIT REPORT

Occasionally, Inadvertently we missed to follow certain minor secretarial standards for board and committee meetings and your board assures that the same will be taken care of in the forthcoming years.

extract OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is appended to this report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

Pursuant to Regulation 34 (3) and Schedule v of SEBI (LODR) Regulations, 2015 the corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the certificate from the auditors of the company regarding compliance with the requirements of corporate Governance as stipulated in Schedule v (E) of SEBI (LODR) Regulations, 2015.

directors’ responsibility statement

In terms of Section 134 (5) of the companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 or loss of the company for the year under review.

iii) 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

acknowledgment and appreciation

The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, customers, Suppliers and Regulatory & Governmental Authorities for their continued support to the company. Further, the Directors appreciate and value the contributions made by Employees at all levels.

For and On behalf of the Board,

8K Miles Software Services Limited

Sd/-

Venkatachari Suresh

Managing Director

Place: Chennai

Date: August 28, 2017

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Mar 31, 2016

The Board of Directors of 8K Miles Software Services Limited have pleasure in presenting the Thirty First Report on the business & operations for the year ended March 31, 2016 along with the Audited Financial Statements for the year.

FINANCIAL PERFORMANCE

The comparative figures of the financial performance of the Company for the last two years are presented in the table below.

(Rs. in Lakhs)

particulars	Consolidated		Standalone
	FY 2015-16	FY 2014-15	FY 2015-16	FY 2014-15
Revenue	27193.10	12485.30	2095.59	1239.03
Earnings Before Interest & Depreciation	8872.78	3855.78	666.65	564.56
Interest	20.95	44.76	20.95	44.69
Depreciation and Amortization	2022.89	911.95	460.93	413.01
Profit Before Tax (PBT)	6828.95	2899.07	184.76	106.86
Profit After Tax (PAT) before Minority Interest	5323.61	2309.05	121.62	70.42
Profit After Tax (PAT) after Minority Interest	3958.60	1897.66	121.62	70.42

Revenue for the year is INR 2,719.3 million signifying a growth of 117.8 % in Rupee terms. EBITDA margin for the current year is 30.9% as compared to 31.5% in previous year. Our effective tax rate is about 22.04 % as compared to about 20.35 % in the previous year. PAT after Minority Interest has increased by 108.6 % to 395.8 million as compared to 189.7 million in the previous year.

DIVIDEND

Your Company has not declared any dividend for the year.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND The provisions of Section 125(2) of the Companies Act, 2013 do not apply, as there was no dividend declared and paid during the year.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have not been any material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the Report & change in nature of business, if any.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The detail of the investments made by Company is given in the notes to the financial statements.

BOARD AND COMMITTEE MEETINGS

The Board met 7 times during the year. The details regarding the board meetings and committee meetings are given separately in the Corporate Governance Report.

SUBSIDIARY COMPANIES

1) 8K Miles Software Services Inc. USA

2) 8K Miles Software Services FZE - UAE

3) 8K Miles Health Cloud Inc. USA

4) Mentor Minds Solutions and Services Inc. USA

5) Mentor Minds Solutions and Services Private Ltd. India

CONSOLIDATED ACCOUNTS

The accounts of the subsidiary companies are consolidated with the accounts of the Company in accordance with the provisions of section 129 of the Companies Act, 2013 and Regulation 33 of SEBI (LODR) Regulations, 2015. The consolidated financial information forms part of the Annual Report.

A statement under Section 129 (3) of the Companies Act, 2013 in Form AOC-1 is annexed to the Directors Report.

CONSERVATION OF ENERGY

a) Company ensures that the operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

d) Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, the question of furnishing the same does not arise.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, a detailed Report on Management Discussions and Analysis is given below:

OPERATIONS REVIEW

"We continue to see significant growth in our Cloud Security Solutions and Cloud Managed Services. Our recent launch of cloudezrx™, a cloud-platform designed to answer the compliance and regulatory needs of Pharmaceutical/Life Sciences industry is gaining market awareness while adding more key-functionalities to meet uprising demand by Healthcare providers,".

We have accomplished integration of businesses acquired - SERJ, Mindprint, Cintel and Nexage. We are leaders in the Life Sciences and Healthcare space where the Cloud is helping companies change the way drugs are developed and brought to market. We are also prepared for changes in our client''s industry like consumerisation of healthcare. Our CloudEzRxTM gives Pharmaceutical companies the ability to quickly bring new drugs to market by offering on-demand scalable Compute resources quickly & efficiently, reducing cost and decreasing the time to market, irrespective of the composition of their teams and resources.

Your Company has been working on strategy to monitor and grow annuity business and has succeeded to increase the proportion to over 37% in March 2016. In last 18 months, we have delivered IP led cloud solutions to the clients and have migrated multiple clients to category of over $ millions TCV. Our clients are amongst top 5 companies in both healthcare and life sciences sector; Your Company has become one of the leading providers of public cloud services and solutions to highly regulated customers.

As a geography, North America contributes 80% of our revenue. About 40% of our revenue is from fixed price contracts.

INDUSTRY STRUCTURE AND OPPORTUNITIES

NASSCOM data states that IT-BPM industry (global) grew by 0.4% in CY 2015 to US$ 1.2 trillion. Of that US$ 1.2 trillion, IT services is at US$ 650 billion. India''s share in global sourcing market (IT services) of US$ 97 - 99 billion stands at 67%. NASSCOM projects revenue of US$ 175 to 190 billion for India from IT services market. It emphasis focus on going bimodal IT, gaining share in both traditional and digital markets, increased emphasis on value addition and innovation, gaining customer experience, building digital talent pool. The future of the industry is in Managed Services and for that to become reality, collapsible infrastructures such as Cloud Computing and low-cost affordable technologies will make it a key priority on enterprise customer''s mind.

Gartner Says Worldwide Public Cloud Services Market Is Forecast to Reach $204 Billion in 2016. The worldwide public cloud services market is projected to grow to total $204 billion at 16.5 percent in 2016, up from $175 billion in 2015, according to Gartner, Inc. The highest growth will come from cloud system infrastructure services (infrastructure as a service [IaaS]), which is projected to grow 38.4 percent in 2016. It is estimated that by 2018, more than 60% of all enterprises will have at least half of their infrastructure on Cloud based platform.

8K MILES IP DRIVEN CLOUDEZ SOLUTIONS AND AS-A-SERVICE OFFERINGS:

Life sciences solutions built on Cloud

8K Miles is partnering with major cloud providers such as AWS, and Microsoft Azure and IBM in building Life Sciences solutions on a sustainable cloud environment that solves the challenge of digital transformation facing regulatory affairs and security concerns.

8K Miles is helping highly regulated large enterprise companies to build a secure and standardized enterprise wide self-service platform using 8K Miles CloudEz solutions and Cloud security and compliance control framework that address the pharma qualification & validation compliance requirements.

Deep domain expertise particularly in pharma/Healthcare

Recent acquisition of NexAge Technologies, one of the principal regulatory compliance and technology solutions firms in the U.S. with more than 15 years of experience in computer systems validation, quality review, vendor audits, data analysis and migration, as well as process governance for the life science and pharmaceutical industry has brought significant experience in system validation mandated for regulated systems and working with GxP guidelines. This helps to provide services that help Pharma companies achieve gold standard in compliance, improve quality and bring in operations efficiencies across the entire product development lifecycle.

8K Miles provides Cloudier, a highly regulated vertical focused framework composed of inter-dependent infrastructure, security, automation, compliance, governance and service management functionality (ITSM) to deploy a fully qualified and validated infrastructure platform design and implementation service. The validated framework defines a Company-wide solution to provide cloud services for users via a self-service dashboard.

Thus, Cloudier enables life sciences companies creating a cloud environment meeting stringent security, privacy and regulatory challenges and strategies including GxP, HIPAA etc. Integrated advanced DevOps automation ensures that continuous compliance is met at every step of cloud adoption, implementation and managed services. An all-in-one integrated dashboard provides a powerful interface to manage, control and audit the entire IT portfolio.

While investments are being made towards digital healthcare world we target to achieve by 2020, there is significant resistance in healthcare and life sciences ecosystem to adapt public cloud and digital technology. 8k Miles has been at the forefront to work with the leading providers, payors and life sciences companies to prepare them for digital revolution. We engage with our clients at consulting stage where we formulate their data/ workload migration strategy and then we migrate and maintain the workloads using our in-house build IP/ tools. Our process is fully automated, agile and scalable to take care workload requirements of any size in a secure environment. Our focus is to provide more solutions and analytics to our clients once they have migrated to cloud.

FINANCIAL SERVICES - THE NEXT FOCUS SEGMENT

By 2018, more than 60% of all enterprises will have at least half of their infrastructure on cloud based platforms. Financial service providers are starting to move legacy systems to the cloud which can accommodate its fast online growth. Functionalities including data warehousing and electronic business processing systems are to replace paper-based application systems. Some of the customers are even moving their entire retail banking platforms to the cloud to reduce complexity and costs while improving agility making the banks much more responsive to changing customer demands.

Another area is moving storage to the cloud which cuts costs in half. Similar savings can be achieved by moving application testing and development to cloud. Major cloud providers such as Amazon Web Services (AWS) has scooped up significant business from financial services firms which have been early adopters of cloud. Amazon cloud is able to run credit risk simulations for its customers in 20 minutes, down from 23 hours before.

Adopting a cloud model will provide the banks, mortgage and insurance agencies with a platform that is secure, scalable and can handle mission-critical workloads while offering greater flexibility and performance. Following are the top established and emerging financial services related opportunities for cloud providers:

1. Card and mobile payment processing -- Visa, MasterCard, and trusted 3rd parties

2. Marketing and customer relationship management

3. Core banking

4. Human Resources and talent management

5. Infrastructure as a Service

6. Wealth management

7. Mortgage and Insurance applications

8K Miles can take a leadership role in these areas and be part of the cloud journey for financial service providers by providing the digital transformation services and cloud solutions in banking, insurance and mortgage industries.

OUTLOOK

IT is undergoing significant change. Agility, security, speed, connectivity and storage are at the forefront of this change. Your Company is blessed to be born in this age. We have grown our top line at over 100% last 2 years. Infrastructure as a service is expected to grow at 38.4% in 2016 (Gartner).

RISK AND RISK MITIGATION

1. Execution risk: While fixed price contracts offer an opportunity to add better margins in IP/ non-linear execution model, they also expose us to execution risk in remote scenarios of any inability to adhere to delivery or quality SLA. Your Company has made significant investments in it''s platform (IP).

2. Employee related risk: Employee attrition and/ or constraints in the availability of skilled human resources could pose a challenge for any services Company. Your Company has kept its human capital at the centre and has initiated multiple steps for overall development of its employees. We encourage entrepreneurship culture within organization and offer new challenges and opportunities for our employees. We have made significant investments in our recruitment and training procedures.

3. M&A execution risk: Your Company has been acquisitive in past when comes to acquisition of capabilities at right price. We believe in reducing our time to tap opportunity offered in this age of IT transformation but at the same time, we have put in place stringent evaluation criteria, diligence parameters and high standard of corporate governance practices for any target opportunity to cross the line. We have senior management team and independent board of advisors to monitor the progress of each opportunity pre- and post-closure.

4. Exchange rate risk: Given that the Company''s revenues are largely denominated in US dollars and fluctuations in foreign currency exchange rates could have an impact on Company''s earnings.

5. Investment risk: The strength of your Company is IP developed over years of research and development. We expense the costs that is unlikely to yield significant results in future, in the year of accrual. We conduct regular impairment test of all intangible assets created either by way of internal Research and Development (R&D) and/ or assets acquired through acquisitions.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company ensures that all transactions are authorized, recorded and reported. Also the Company has adequate internal control systems to ensure that the assets are safeguarded and protected against any loss. The scope and authority of internal auditors are clearly defined. The audit committee on periodical basis reviews the findings and recommendation of the internal auditors and the board takes necessary corrective actions.

HUMAN RESOURCES

It was a year where we grew by 40% in our human capital. Your Company has taken initiatives to see that Employees are encouraged to complete the professional certification in the area they specialize, be it AWS, Azure, IAM, Big-Data, Analytics etc. About 20% of our cloud Engineers are “AWS Certified Associates or Professionals". Other key steps to ensure overall development of our human capital:

Technopreneur @ 8K Miles - At 8K Miles we believe, Independent thinkers need to be given the space, time to brood, ideate and create. That is why at 8K Miles ideas are seen as a true potential.

Compass - All employees are assigned to the leaders of the organization who act as Mentors. This enables in building up future leaders of the organization.

Smile - As responsible corporate citizens the employees of 8K Miles under the social group SMile undertake projects that bring smiles in people.

Fun @ Work - At 8K Miles we take the quote "All work and no play makes Jack a dull boy" little seriously. We have fun filled evenings organized to lighten up the mood of the employees.

CHANGE IN SHARE CAPITAL

During the year the Authorized share capital of the Company was increased from Rs. 15 crores to Rs. 20 crores with the shareholders'' approval at the Annual General Meeting held on 18.09.2015. The paid up share capital of the Company was increased from Rs. 103441020 consisting of 10344102 equity shares to Rs. 108941020 consisting of 10894102 equity shares of Rs. 10 each. During the year the Company allotted 5,50,000 shares to promoter and Non-promoter strategic investor pursuant to exercise of conversion of warrants.

APPOINTMENT OF DIRECTORS

Mr. Lakshmanan Kannappan, Who retires by rotation, being eligible, offers himself re-appointment.

Mr. R.S. Ramani, whose appointment as whole-time Director ended on 13th August, 2016 and being eligible for re-appointment. The board recommends his re-appointment for a period of five years effective August 13, 2016.

Mr. Dinesh Raja Punniamurthy was appointed as an Additional Director under Independent and Non-Executive Category at the meeting of board of directors held on March 31, 2016 pursuant to Section 152 & 161 of the Companies Act, 2013, who holds office up to the date of ensuing AGM and is proposed to be appointed as an Independent Director for five years effective 30th September, 2016.

Ms. Babita Singaram was appointed as an Additional Director under Independent and Non-Executive Category at the meeting of board of directors held on March 31, 2016 pursuant to Section 152 & 161 of the Companies Act, 2013, who holds office up to the date of ensuing AGM and is proposed to be appointed as an Independent Director for a period of five years with effect from 30th September, 2016.

AUDITORS

At the Annual General Meeting held on September 18, 2015 M/s GHG Associates, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2021. In terms of first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every AGM. Accordingly the appointment of M/s GHG Associates, statutory auditors of the Company, is placed for ratification by the shareholders. In this regard the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

Statement of personnel particulars of employee''s pursuant to Section 197(12) of the Companies Act, 2013 are not applicable since none of the employees are in receipt of remuneration in excess of the limits specified herein (Rs.5,00,000 per month or Rs.60,00,000 per annum) during the period under review

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business and are in compliance of the provisions of the Companies Act, 2013 and the Listing Regulations. There are no material related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

The Audit Committee on a quarterly basis approves all related party transactions. The details of the transactions with related parties are provided in the financial statements. Policy on Related Party transactions are available in the website.

The Company had the following Committees of the Board during the year 2015-16:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders'' Relationship Committee;

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company. However CSR activities have already embodied in the value system of the Company.

CODE OF BUSINESS CONDUCT AND ETHICS

The Board of Directors has approved a Code of Conduct and Ethics in terms of Schedule IV of Companies Act, 2013 and Listing Agreement. All the Board Members and the Senior Management personnel have confirmed compliance with the Code for the year ended 31st March 2016. The annual report contains a declaration to this effect signed by the Managing Director.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015 the Company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy provides a mechanism for all employees to report to the management, grievances about the unethical behavior or any suspected fraud. The policy is available at the website of the Company.

PREVENTION OF INSIDER TRADING

The Company has complied with the provisions of SEBI (Prevention of Insider Trading) Regulations. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors 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 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 responsible for implementation of the Code. The code of conduct for prevention of insider trading is available in the website of the Company.

EVALUATION OF BOARD’S PERFORMANCE

The board has carried out an evaluation of its own performance, and that of its directors individually. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Mr. Gouri Shanker Mishra, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report forms part of the Annual Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is appended to this report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Regulation 27 (2) of SEBI (LODR) Regulations, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) I n the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

iii) 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

ACKNOWLEDGMENT AND APPRECIATION

The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, Customers, Suppliers and Regulatory & Governmental Authorities for their continued support to the Company. Further, the Directors appreciate and value the contributions made by Employees at all levels.

For and on behalf of the Board, 8K Miles Software Services Limited

Sd/-

Venkatachari Suresh Managing Director

Place: Chennai Date: August 24, 2016

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Mar 31, 2014

Dear members,

The Board of Directors of 8K Miles Software Services Limited are pleased to present the Twenty Eighth Annual Report for the year ended March 31, 2014, together with the Auditors'' Report and Audited Accounts for the Financial year 2013-2014.

FINANCIAL PERFORMANCE

The comparative figures of the financial result of the Company for the last two years are presented in the table below.

(All figures in Lakhs in Rupees)

PARTICULARS 2013-14 2012-13

Sales and Other Income 722.11 303.64

Earnings Before Interest & Depreciation 275.24 26.23

Interest 38.55 16.08

Depreciation 184.19 3.19

Exceptional Items - -

Profit/(Loss) Before Tax (PBT) 52.50 6.96

Profit/(Loss) After Tax (PAT) 9.01 5.24

Add : Brought Forward Loss from Previous Year (76.34) (81.58)

Surplus/(Deficit) in Statement of Profit and Loss (67.33) (76.34)

OPERATIONS REVIEW

The Company''s income stood at Rs. 7,22,11,226/= as against Rs. 3,03,63,681/= in the previous year. Your Company has entered a net profit of Rs. 9,00,799/- as against Rs. 5,23,697/= in the previous year.

SUBSIDIARY COMPANIES

1) Mentor minds solutions and Services Inc (USA)

2) Mentor minds solutions and Services Private Ltd (India)

3) 8kmiles Software Services Inc (USA)

4) 8kmiles Software Services (FZE) - UAE

DIRECTORS

In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Mr. J. Gurumurthi, independent Director, retire by rotation and being eligible offers him for re-appointment. In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Ms. Padmini Ravichandran, independent Director, retire by rotation and being eligible offers her for re appointment.

AUDITORS

Messrs GHG Associates, Chartered Accountants, Chennai hold office until conclusion of the ensuing Annual General Meeting and being eligible and recommended for reappointment.

PARTICULARS OF EMPLOYEES

Statement of personnel particulars of employee''s pursuant section 217(2A) of the Companies Act, 1956 are not applicable since none of the employees are in receipt of remuneration in excess of the limits specified herein (Rs. 5,00,000 per month or Rs. 60,00,000 per annum) during the period under review.

CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

Your Company does not carry on any manufacturing activities and hence the disclosure requirement in terms of Sections 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding Conservation of Energy and Technology do not apply to your Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis, Corporate Governance Report, Managing Director''s and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departure have been made from the same;

ii. Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true a fair view of the state of affairs of the Company as at March 31, 2014 and Profit & Loss Account for the year ended March 31, 2014;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, Customers, Suppliers and Regulatory &Governmental Authorities for their continued support to the Company. Further, the Directors wish to place on record their appreciation of Employees at all levels for their hard work, dedication and commitment.

For 8K MILES SOFTWARE SERVICES LIMITED

Sd/-

SURESH VENKATACHARI MANAGING DIRECTOR

Place: Secunderabad Date : 06 September 2014

---

Mar 31, 2013

The Board of Directors of 8K Miles Software Services Limited are pleased to present the Twenty Eighth Annual Report for the year ended March 31, 2013, together with the Auditors'' Report and Audited Accounts for the Financial year 2012-13.

FINANCIAL PERFORMANCE

The comparative pictures of the financials of the Company for the last two years are presented in the table below

(All figures in Rupees) PARTICULARS 2012-13 2011-12

Sales and Other Income 30363681 20308080

Profit/(Loss) before Interest & Depreciation 2622610 1018908

Interest 1607533 298257

Depreciation 319275 126514

Profit/(Loss) for the year 695802 594137 Provision for Taxation

Current tax (128723) (72753)

MAT Credit Enhancement

Deferred Tax 43382 39023

Profit/(Loss) After Tax 523697 482361

Balance carried forward from Previous Year (8158031) (8640392)

Total Loss carried Forward (7634334) (8158031)

OPERATIONS REVIEW

The Company''s income stood at Rs. 3, 03, 63,681/= as against Rs. 2, 03, 08,080/= in the previous year. Your Company has entered a net profit of Rs.5, 23,697/= as against Rs. 4, 82,361/= in the previous year.

BONUS

Your Company has issued 2 Bonus Shares for every 3 Shares to its Share Holders during this year.

SUBSIDIARY COMPANIES

1) Mentor minds solutions and Services Inc (USA)

2) Mentor minds solutions and Services Private Ltd (India)

3) 8kmiles Software Services Inc (USA)

4) 8kmiles Software Services (FZE) UAE

DIRECTORS

In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Mr. Vedantharamanujam Srinivasan, Director, retire by rotation and being eligible offers him for re-appointment.In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Ms. Padmini Ravichandran, Director, retire by rotation and being eligible offers her for re-appointment.

AUDITORS

Messrs GHG Associates, Chartered Accountants, Chennai hold office until conclusion of the ensuing Annual General Meeting and being eligible and recommended for reappointment.

PARTICULARS OF EMPLOYEES

Statement of personnel particulars of employee’s pursuant section 217(2A) of the Companies Act, 1956 are not applicable since none of the employees are in receipt of remuneration in excess of the limits specified herein (Rs. 5,00,000 per month or Rs. 60,00,000 per annum) during the period under review.

CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

Your Company does not carry on any manufacturing activities and hence the disclosure requirement in terms of Sections 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding Conservation of Energy and Technology do not apply to your Company.

During the year under review, there was no Foreign Exchange outgo for your Company. The Forex for this period stands at a gain of Rs.2, 60,981/= as against of Rs. 3,49,330/=

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis, Corporate Governance Report, Managing Director’s and Auditors’ Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departure have been made from the same;

ii. Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true a fair view of the state of affairs of the Company as at March 31, 2013 and Profit & Loss Account for the year ended March 31, 2013;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, Customers, Suppliers and Regulatory &Governmental Authorities for their continued support to the Company. Further, the Directors wish to place on record their appreciation of Employees at all levels for their hard work, dedication and commitment.

For 8K MILES SOFTWARE SERVICES LIMITED

Sd/-

SURESH VENKATACHARI

MANAGING DIRECTOR

Place: Secunderabad

Date : 05 September 2013

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Mar 31, 2010

The Directors have pleasure in presenting the 25th Annual Report of the Company and the audited accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS Current year Previous year ended 31 03 2010(Rs ended 31.03.2009 in Thousands) (Rs. in Thousands)

Sales and other Income 933 38502

Profit/(Loss) before interest, Depreciation 385 12456

Interest 0 0

Depreciation 0 0

Profit / (Loss) for the year 385 12456

Provision for Taxation 0 0

Current Tax 0 0

MAT Credit Entitlement 0 0

Fringe Benefit Tax 0 0

Deferred Tax

Profit/(Loss) After Tax 385 12456

Balance carried forward from Previous Year -12437 -24894

Balance Loss Carried forward -12052 -12437

2. PERFORMANCE

The Company's income stood at Rs.933000 as against Rs.13502516in the previous year. The Company has earned a net profit of Rs.385164 as against Rs.12456556 in the previous year.

3. DIVIDEND

In view of the accumulated loss of the Company your Directors did not recommend any dividend for the year ended 31st March 2010.

4. CURRENT OUTLOOK

After implementing the proposed expansion plans your company is expecting to report a good turnover.

5. OBJECTS AND NAME CHANGE:

The Members approved the change in Main Objects of the Company from a Steel Manufacturer to Software developer, by postal ballot After the Member's approval, the Company filed necessary papers with the Registrar of Companies, Hyderabad and the same was approved by him. Presently, the Company is expanding its activities in the IT related field. The Members at the Extraordinary General Meeting held on 30/08/2010, approved the change of name of the company from M/s. PM Strips Limited to M/s. 8k Miles Software Services Limited. Steps are being taken to seek the approval of the Registrar of Companies, Hyderabad, for the said name change.

6. EXPANSION PLANS:

Consequent to amendments to the Main Objects of the Company, the Board was exploring all possible avenues for organic and inorganic growth in IT field. Initially, it entered into a business tie up M/s. 8kmiles Web services Private Limited for rendering IT related services. The Board after a through study purchased the entire business of providing development Services for Online market place, cloud computing and such other rights and benefits including Intellectual Property Rights of the above from M/s. 8kmiles Web services Private Limited. The Board also decide & to acquire two Companies viz., Mentor Minds Solutions & Services Pvt. Limited, a Chennai based entity and M/ s. Mentor Minds Solutions & Services Inc., a US based Company & its subsidiary Mentor Minds Rolutions & Services, Canada. In lieu of acquisition of the shares of M/s. Mentor Minds Solutions Private Limited and M/s. Mentor Minds Solutions & Services Inc., the Company proposed to issue equity shares to the shareholders of the above two corporate entities on preferential basis. After seeking the approval of Members under various provisions of the Companies Act, both the entities would become the subsidiaries of the Company. The details of investment, acquisition and the Preferential issue of Equity Shares are mentioned in the Notice convening the Annual General Meeting and the Explanatory Statement appended to it Consequent to the acquisition and issue of shares, Mr. V Suresh and Mr. M V Bhaskar would become co-promoters of the Company. The preferential issue also triggers the Takeover code under the SEBI Regulations. The Board is in the process of complying with all the regulations. The present explanation plans, if approved, would be a landmark event in the history of the Company.

7. DIRECTORS:

Mr. Suresh Venkatachari and Mr. Mylapore Venkata Bhaskar were appointed as Additional Directors at the Board Meeting held on 30th August 2010. Both the Directors represent M/s. Mentor Minds Group. Mr. Vedantharamanujam Srinivasan and Ms. Padmini Ravkhadran were appointed as Additional Directors at the Board Meeting held on 30th August 2010. Both the Directors are Independent Directors.

All the above four Directors hold the office till the date of the ensuing Annual General Meeting. Resolutions for their regularization are placed before the Members for approval The Board commends the motion and the members are requested to approve the same.

Mr. Arun Singh Gaur and Mr. Shyam Sundar Dey, the present Independent Directors of the Company resigned from the Board with effect from 30th August 2010. The Board places its sincere appreciation for the valuable contribution made by Mr. Arun Singh Gaur and Mr. Shyam Sundar Dey during their tenure as Directors of the Company.

8. DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2 AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

That in the preparation of the annual accounts for the financial year ended 31st March 2010 the applicable accounting standards had been followed along with proper explanation relating to material departures.

(i) That the Directors had selected such accounting policies and applied accounting standards 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 year under review.

(ii) That the Directors had taken proper and sufficient care for the 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 fraud and other irregularities;

That the Directors had prepared the accounts for the financial year ended 31stMarch 2010 on a going concern basis

9. AUDITORS

M/s. G Ram Mohan & Co., Chartered Accountants, Chennai hold office until conclusion of the ensuing Annual General Meeting and being eligible are recommended for reappointment

10. SECRETARIAL COMPLIANCE CERTIFICATE

The Secretarial Compliance Certificate pursuant to Section 3 83 A of the Companies Act, 1956 issued by Company Secretary in Practice, is annexed.

11. STOCK EXCHANGE

The Company's shares are listed in the Bombay Stock Exchange Ltd. The necessary listing fees for 2010-2011 had been paid

12. PERSONNEL

The Company has no employees drawing remuneration of Rs.24,00,000/- (Rupees twenty four lakhs only) per annum or Rs.2,00,000/- (Rupees two lakhs only) per moth and as such information required u/s 217(2 A) of the Companies Act, 1956

13. CONSERVATION OF ENERGY

Conservation of Energy, which is an on going process in the Company's activities, is not furnished as the relative Rule is not applicable to your Company.

There is no information to be furnished regarding Technology absorption as your company has not undertaken any research and development activity in any manufacturing activity not any specific technology is obtained from any external sources which needs to be absorbed or adapted.

The Company is taking all steps to be compliant with all Environmental Laws.

The Company has insured all its properties to the extent required

15. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the support and co-operation received from the Company's Bankers, respective Governments), Members and other Business associates. Your Directors express their appreciation for the dedicated and sincere services by the employees at all levels.

For and on behalf of the Board

Sd/- Sd/-

G.P. Surana Ravi Surana

Place : Secunderabad Director Director

Date : 02-09-1010

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Mar 31, 2009

The Directors have pleasure in presenting the TWENTY FOURTH ANNUAL REPORT of the Company together with the audited accounts for the period ended on 31.03.2009.

FINANCIAL RESULTS: Current Year Previous Year 31.03.2009 31.03.2008 (Rs.in lacs) (Rs.in lacs)

Turnover 0 20.0

Other Income 135.0 39.0

Expenditure 10.45 51.5

Profit for the year 124.56 7.5

Prior period adjustments 0 0

Profit before taxation 124.56 7.5

Less; Provision for taxation 0 0

Profit after tax 124.56 7.5

Add: Balance brought forward -248.93 -256.46 from previous year

Appropriations:

Proposed Dividnd Transfer to General Reserves Balance Carried forward to -124.37 -248.96

Balance Sheet



PERFORMANCE:

During the year under review the Company could not achieve any turn over due to adverse financial conditions.

DIVIDEND:

In the light of the existing commitments and proposals your Directors do not recommend any Dividend for the year 2008-2009.

DEPOSITS:

The Company has not accepted any deposits from the public during the year under review.

PERFORMANCE IN RETROSPECT AND FUTURE OUTLOOK :

During the year under review the Company had tried to revive the unit It hopes to achieve in the next financial year.

PERSONNEL:

No employee drew remuneration of Rs.25,000/-or more per month during the year under review. As such no information as per section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975 is required to be given.

DIRECTORS:

Sri. Dipin Surana retires by rotation at this Annual General Meeting and being eligible has offered himself for Re-appointment.

AUDITORS :

M/s G. Rama Mohan & Co., Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re appointment.

STATUTORY INFORMATION :

Information on Conservation of Energy, Technology Absorption Foreign Exchange Earnings and outgo required to be discussed under section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, are provided as an Annexure to this Report ACKNOWLEDGEMENTS :

Your Directors take this opportunity to express their gratitude to our Bankers and other Central and State Government Departments and local authorities for their guidance and support. Your Directors wish to place on record their sincere appreciation of the untiring efforts and team spirit of all the staff and workmen of the Company.

BY ORDER OF THE BOARD for P.M.STRIPS LIMITED Date : 2nd SEPTEMBER.2009 G.P.SURANA Place : Secunderabad DIRECTOR.