Your Directors have great pleasure in presenting 32^nd Annual Report along with the Audited Balance
Sheet and Profit and Loss Account, for the year ended 31st March, 2024.

1. FINANCIAL RESULTS:

2. DIVIDEND AND TRANSFER TO RESERVES:

Since there is loss during the financial year, no dividend is recommend for the financial year under
review. Therefore, no amount is being transferred to reserves during the financial year under
review.

3. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY;

During the financial year there is no change in the nature of business of the Company.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

There were no material changes and commitments affecting the financial position of the Company
between the end of the financial year of the Company to which the financial statements relate and
the date of the report.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year under review:

(a) Ms. Bandana Singh, resigned from the post of Independent Director of the Company due to
personal reasons and other commitments w.e.f. close of business hours on 12th July, 2023.
Subsequent to her resignation as Independent Director, she will also cease to be a Key
Managerial Personnel ("KMP") under the provisions of Section 203 of Companies Act, 2013.
Ms. Bandana Singh, has also confirmed that there is no other material reason for the

resignation, other than, as stated above, and the same was noted by the Board.

(b) Mr. Harilal Singh Jhabar Ram Farhan (DIN: 05124923) is appointed as an additional director
as well as Independent Director of the Company w.e.f. 6^th February, 2024. Pursuant to Section
161 of the Companies Act, 2013, Mr. Harilal Singh Jhabar Ram Farhan (DIN: 05124923) hold
office up to the date of ensuing Annual General Meeting of the Company. Mr. Harilal Singh
Jhabar Ram Farhan (DIN: 05124923) has given his consent to act as a Director of the Company
pursuant to Section 152 of the Companies Act, 2013. Mr. Harilal Singh Jhabar Ram Farhan (DIN:
05124923) has further confirmed that he is neither disqualified nor debarred from holding the
Office of Director under the Companies Act, 2013 or pursuant to any Order issued by SEBI.

6. Mr. Sudama Patel (DIN: 10132041) is appointed as an Additional Director as well as Whole Time
Director of the Company w.e.f. 6th February, 2024. Pursuant to Section 161 of the Companies Act,
2013, Mr. Sudama Patel (DIN: 10132041) hold office up to the date of this Annual General Meeting.
Mr. Sudama Patel (DIN: 10132041) has given his consent to act as a Director of the Company
pursuant to Section 152 of the Companies Act, 2013. Mr. Sudama Patel (DIN: 10132041) has further
confirmed that he is neither disqualified nor debarred from holding the Office of Director under the
Companies Act, 2013 or pursuant to any Order issued by SEBI.

During the financial year, the 6 (Six) board meetings were held. The details are as below:

7. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the
requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves
to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the
relevant rules.

8. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year on 14th January, 2024 to review the working
of the Company, its Board and Committees. The meeting decided on the process of evaluation of the
Board and Audit Committee. It designed the questionnaire on limited parameters and completed
the evaluation of the Board by Non-Executive Directors and of the Audit committee by other
members of the Board. The same was compiled by Independent authority and informed to the
members.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability
hereby confirms that:

i) In the preparation of the annual accounts, the applicable accounting standard had been
followed along with proper explanation relating to material departures.

ii) The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company at the end of the financial year and of the Loss of the
Company for that period.

iii) The Directors have taken proper and sufficient care for the maintenances of adequate
accounting records in accordance with the provision 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.

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

10. SUBSIDIARIES AND ASSOCIATE COMPANY'S:

As on 31st March, 2024, Company has no subsidiaries and associate companies.

11. DEPOSITS:

Your Company did not accept any deposits from the public during the year. There are no deposits
which have not been claimed by depositors or paid by the company after the date on which the
deposit became due for repayment or renewal, as the case may be, according to the contract with
the depositors & there are no total amounts due to the depositors & remaining unclaimed or unpaid.

12. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 Cash Flow is a part of Annual Report. Consolidated Financial
Statements is not applicable to the Company.

13. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year under review, the Company was not required to transfer unclaimed
dividend to the Investor Education and Protection Fund in terms of Section 125 of the Companies
Act, 2013.

14. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization program aims to provide Independent Directors with the industry scenario in
which the Company is operational, the socio-economic environment in which the Company
operates, the business model, the operational and financial performance of the Company,
significant developments so as to enable them to take well informed decisions in a timely manner.
The familiarization program also seeks to update the Directors on the roles, responsibilities, rights
and duties under the Act and other statutes. The policy on Company's familiarization program for
Independent Directors is posted on Company's website www.cistrotelelink.com

15. INTERNAL AUDITOR

As per section 138 of the Companies Act, 2013, the Company has appointed M/s. Phophalia S &
Associates, internal auditors for the year to 2023-2024 to conduct the internal audit and to ensure
adequacy of the Internal controls, adherence to Company's policies and ensure statutory and other

compliance through, periodical checks and internal audit.

16. STATUTORY AUDITORS:

At the 30^th AGM, M/s. B. Choradia & Co., Chartered Accountants, Mumbai, with Firm Registration
number 121089W were appointed as the Statutory Auditors of the Company, to hold office of from
conclusion of Thirtieth Annual General Meeting till the conclusion of the Thirty Fifth Annual General
Meeting of the Company to be held in the year 2027, on the approval of the shareholders.
Accordingly, M/s. B. Choradia & Co., Chartered Accountants continue to be the Statutory Auditors
of the Company.

17. STATUTORY AUDITOR'S REPORT AND QUALIFICATION:

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. B.
Choradia & Co, Statutory Auditors, in their report. The Statutory Auditors have not reported any
incident of fraud to the Audit Committee of the Company in the year under review.

18. COST AUDITORS:

As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost auditors, the
company was not liable to appoint Cost auditors for the financial year 2023-24.

19. SECRETARIAL AUDITOR & REPORT

The Board has appointed M/s HSPN & Associates LLP (formerly know as HS Associates), Practicing
Company Secretaries, Mumbai as the Secretarial Auditor of the Company for the financial year
2023-2024. Also annexed herewith secretarial Audit report (MR-3), in Annexure-A as provided by
M/s. HSPN &Associates LLP, for the secretarial audit conducted by them for the period 2023-2024.

20. QUALIFICATION IN SECRETARIAL AUDIT REPORT AND BOARD'S REPLY

Below are the observation / adverse remark by Secretarial Auditors for the financial year 2023 -
2024:

1. The Company is yet to comply with the provisions of Regulation 39(4) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as regards to physical shares.

Board Reply: As informed by the management, due to weak financial position of the Company,
it is yet to comply with the said provision of Regulation 39(4) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Company is in process of complying the with
the provisions of Regulation 39(4) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as regards to physical shares.

2. During the year, on 6^th February, 2024 MCA issued adjudication notice and levied penalty of
INR 5,00,000 on the Company and INR 68,000 on whole time director of the Company.

Board Reply: As informed by the management, The Company on 2^nd April, 2024, filed appeal
with the Regional Director for waiver of the penalty levied on the Company and its whole time
director for violation of Section 203 (1) of the Companies Act, 2013 read with Rule 8 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, i.e., with
regards to not appointment of Company Secretary for the interim period between 2^nd
November, 2018 and 20^th November, 2018. The order from Regional Director is pending up to
the date of this report.

21. ANNUAL RETURN:

The Annual Return pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies
(Management and administration) Rules, 2014 is furnished on the website of the Company at
http://cistrotelelink.com/

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There are no related party transactions during the financial year. The particulars of contracts or
arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of
the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act,
2013, is appended as Annexure B to Director's Report.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company's
website at http://cistrotelelink.com/

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

The particulars of investment made under Section 186 of the Companies Act, 2013 have been
disclosed in the financial statements in Schedule 13 of the Balance Sheet.

24. CONSERVATIONOF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Since the Company is not a manufacturing unit provision of Section 134(m) of the Companies Act,
2013, read with the Companies (Accounts) Rules, 2014 regarding conservation of energy,
technology absorption is not applicable.

Further there is no Foreign Exchange Income and Expenditure.

25. PARTICULARS OF EMPLOYEES:

No details as required under section 197 (12) of the Companies Act 2013 and Rule 5(2) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been
provided as there are no employees in the Company during the Year and the Directors of the
Company do not draw any Remuneration. The Nomination and Remuneration Committee of the
Company has affirmed at its meeting that the Directors of the Company do not draw any
Remuneration. The Policy of the Company on Directors' appointment and remuneration including
criteria for determining qualifications, positive attributes, independence of a Director and other
matters provided under sub-section (3) of section 178 is available on Company's website.

26. CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 of the Companies Act, 2013 are not applicable to the Company for the
year under review.

27. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review, as stipulated under
regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure
Requirement) Regulation 2015, is annexed to this report as Annexure C.

28. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to
key business objectives and thus in pursuance of the same it has formulated a Risk Management
Policy to ensure compliance with regulation 17 of SEBI (LODR) 2015. Major risks identified by the
businesses and functions are systematically addressed and also discussed at the meetings of the
Audit Committee and the Board of Directors of the Company.

29. INTERNAL CONTROL SYSTEMS

The Company's internal control systems are commensurate with the nature of its business and the
size and complexity of its operations. Significant audit observations and follow up actions thereon
are reported to the Audit Committee and the risk management policy is available on the website of
the company: http://cistrotelelink.com/

30. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION & BOARDS PERFORMANCE:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well
as that of its Committees and individual Directors, including the Chairman of the Board. The
exercise was carried out through a structured evaluation process covering various aspects of the
Boards functioning such as composition of the Board & committees, experience & competencies,
performance of specific duties & obligations, governance issues etc. Separate exercise was carried
out to evaluate the performance of individual Directors including the Board Chairman who were
evaluated on parameters such as attendance, contribution at the meetings and otherwise,
independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the
Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of
the Board and its Committees with the Company.

31. CORPORATE GOVERNANCE REPORT

The company falls under the criteria 15(2) (a) of the Listing Obligations & Disclosure requirements
(LODR) Regulations, 2015 as the Paid-up capital of the company is below INR 10 Crores and net
worth is below INR 25 Crores as on the last day of the previous financial year.

32. DISCLOSURE OF COMPOSITION OF COMMITTEES:

• Audit Committee comprises of following Members

• Nomination and Remuneration Committee comprises of following Members

• Stakeholders' Relationship Committee comprises of following Members

33. MEETING OF COMMITTEES OF BOARD:

During the year there were in total 4 Audit Committee Meetings, 1 Nomination & Remuneration
Committee and 1 Stakeholders Relationship Committee were held.

Further one meeting of the Independent Directors was held on 14th January, 2024.

34. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a vigil mechanism for Directors and employees to report their
genuine concerns. The Company has also provided adequate safeguards against victimization of
employees and Directors who express their concerns.

The Vigil Mechanism Policy is available at the website of the company: http://cistrotelelink.com/

35. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

The Company has zero tolerance towards sexual harassment at the workplace and towards this
end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees
(permanent, contractual, temporary, trainees) are covered under the said policy. The company has
complied with provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
it redresses complaints received on sexual harassment. During the financial year under review, the
Company has not received any complaints of sexual harassment from any of the employees of the
Company.

36. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with the necessary provisions of the
revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

37. OTHER DISCLOSURES:

The company does not have any Employees Stock Option Scheme in force and hence particulars are
not furnished, as the same are not applicable.

No application has been made under Insolvency and Bankruptcy Code: hence requirement to
disclose the details of application made or any proceedings pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the
Financial Year is not applicable to the Company.

The requirement to disclose the details of difference between amount of valuation done at the time
of onetime settlement and valuation done while taking loan from the Banks and Financial
Institutions along with the reasons thereof is also not applicable.

38. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the support which the Company has
received from its promoters, lenders, business associates including distributors, vendors and
customers, the press and the employees of the Company.

BY ORDER OF THE BOARD OF
CISTRO TELELINK LIMITED

ARUN KUMAR SHARMA

CHAIRMAN & NON-EXECUTIVE DIRECTOR

DIN: 00369461

DATE: 1st July, 2024

PLACE: INDORE