We have pleasure in presenting the 25th Directors' Report on the business
and operations of the Company together with the audited Financial
Statements for the year ended 31st March, 2024.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company during the year has been as under

(Rs. In Lakhs)

1. REVIEW OF OPERATIONS:

During the Year under the review, the Company has recorded an Income
of Rs. 1,132.92 Lakhs and loss of Rs. 20.99 Lakhs as against the Income
of Rs. 1,142.45Lakhs and incurred a profit of Rs. 36.96 Lakhs in the
previous Financial Year ending 31.03.2023.

2. BUSINESS UPDATE AND STATE OF COMPANY'S AFFAIRS:

The information on Company's affairs and related aspects is provided
under Management Discussion and Analysis report, which has been
prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) regulations, 2015 and forms
part of this Report.

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

During the period under review and the date of Board's Report there was
no change in the nature of Business.

4. RESERVES:

The Company has not carried any amount to the reserves.

5. DIVIDEND:

Your directors have decided not to recommend dividend for the year
2023-24.

6. MATERIAL CHANGES & COMMITMENT AFFECTING THE
FINANCIAL POSITION OF THE COMPANY:

There are no major material changes and commitments affecting the
financial position of the Company after the end of the Financial Year and
up to date of this report.

7. SHARE CAPITAL:

During the year under review there has been no change in the share
capital of the Company.

The authorised share capital of the Company as on 31.03.2024 is Rs.
7,70,00,000/- divided into 77,00,000 equity shares of Rs. 10/- each.

The paid-up share capital of the Company as on 31.03.2024 is Rs.
5,16,47,000/- divided into 51,64,700 equity shares of Rs.10/- each.

8. BOARD MEETINGS:

The Board of Directors duly met (04) times during the Financial Year from
1st April 2023 to 31st March 2024. The dates on which the meetings were
held are 30.05.2023, 14.08.2023, 14.11.2023 and 14.02.2024.

ATTENDANCE OF DIRECTORS:

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given loans, Guarantees or made any
investments attracting the provision of Section 186 of the Companies
Act, 2013 during the year under review.

8. RELATED PARTY TRANSACTIONS:

Our Company has formulated a policy on related party transactions
which deals with the review and approval of 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
business. There were no material significant related party transactions
made by the Company with the Promoters, Directors, Key Managerial
Personnel or the Senior Management which may have a potential conflict
with the interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to
in Section 188(1) of the Companies Act, 2013 in the prescribed Form
AOC-2 is appended as Annexure - 1 which forms part of this Report.

All related party transactions were placed before the Audit
Committee/Board for approval. Prior approval of the Audit Committee
was obtained for the transactions which are foreseen and are in repetitive
in nature. Members may refer to note no. 37 to the financial statements
which sets out related party disclosures pursuant to IND AS-24.

9. APPOINTMENT / RE-APPOINTMENT / RESIGNATION /
RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY
MANANGERIAL PERSONNEL:

• Mrs. S. Naga Durgaretires by rotation and being eligible offers herself for
re-appointment.

• It is with deep sorrow that we inform the passing of Mr. V Satyanarayana
on October 16, 2023. His contributions and presence were deeply valued
by our Board and the Company. His legacy will be remembered with great
respect and fondness. Our heartfelt condolences go out to his family and
loved ones during this difficult time.

As required under regulation 36 (3) of the SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015, brief particulars of the
Directors seeking appointment/re-appointment are given as under:

10. STATEMENT REGARDING OPINION OF THE BOARD WITH
REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
(INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR:

No Independent Directors were appointed during the period under
review.

11. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company as on
March 31,2024 is available on the website of the Company

12. AUDITORS:

a. Statutory Auditors

The members of the Company in accordance with section 139 of the
Companies Act, 2013 had passed a resolution for appointment of M/s.
Laxminivas & Co., as Statutory Auditors of the company for a period of 5
years in the AGM held on 28.09.2019 to hold office up to the conclusion of
25thAnnual General Meeting of the Company.

M/s. Laxminivas & Co., will be completing their tenure of Five (5) years in
the ensuing AGM. The Board of Directors as recommended by Audit
Committee proposes to appoint M/s. Komandoor & Co. LLPas the
Statutory Auditors of the Company for a period of 5 years i.e, from the
conclusion of this AGM to be held on 30.09.2024 until the conclusion of
30th AGM to be held in the year 2029.

Statutory Auditors Report

The Board has duly reviewed the Statutory Auditor's Report on the
Accounts for the year ended March 31,2024 and has noted the following
Qualification:

b. Secretarial Auditor

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the
Companies Act, 2013, the Board has appointed M/s. Vivek Surana &
Associates, Practicing Company Secretaries to undertake Secretarial
Audit of the Company for Financial Year ending 31.03.2024. The report of
the Secretarial Auditor is enclosed herewith vide Annexure - 2 of this
Report.

Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the
Financial Year ended March 31, 2024 and has noted that there are no
qualifications mention, observations or adverse remarks by the
secretarial auditors.

Annual Secretarial Compliance Report

Annual Secretarial Compliance Report is not applicable to the Company
for Financial Year ending 31.03.2024.

c. Cost Auditor

Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Act, are not applicable for
the Company for the FinancialYear 2023-24.

d. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies read with
rules made there under, the Board has appointedM/s. D. Rambabu & Co,
Chartered Accountant, as Internal Auditors of the Company.

13. DEPOSITS:

Your Company has not accepted any deposits falling within the
meaning of Section 73, 74 & 76 of the Companies Act, 2013 read with
rules made thereunder, during the Financial Year under review.

14. COMMITTEES:

A. Audit Committee:

Brief Description of Terms of Reference:

The terms of reference of the Audit Committee encompasses the
requirements of Section 177 of Companies Act, 2013 and as per
Regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and interalia, includes:

a) Over view of the Company's financial reporting process and disclosure of
its financial information to ensure that the financial statement reflects a
true and fair position and that sufficient and credible information is
disclosed.

b) Recommending the appointment and removal of statutory auditors,
internal auditors and cost auditors, fixation of their audit fees and
approval for payment of any other services.

c) Reviewing the utilization of loans and/ or advances from/investment by
the holding company in the subsidiary exceeding Rs. 100 Crores or 10%
of the asset size of the subsidiary, whichever is lower including existing
loans / advances / investments existing as on the date of coming into
force of this provision.

d) consider and comment on rationale, cost-benefits and impact of
schemes involving merger, demerger, amalgamation etc., on the listed
entity and its shareholders.

e) Review with the management, the annual financial statements and
Auditor's Report before submission to the Board with particular reference
to;

i. Matters required to be included in the directors' responsibility
statement to be included in the board's report in terms of clause (c) of
sub-section (3) of Section 134 of the Act;

ii. Changes, if any, in accounting policies and practices and reasons for
the same;

iii. Major accounting entries involving estimates based on the exercise
of judgment by management;

iv. Significant adjustments made in the financial statements arising out
of audit findings;

v. Compliance with listing and other legal requirements relating to
financial statements;

vi. Disclosure of any related party transactions;

vii. Modified opinion(s) in the draft audit report;

f) Review of the quarterly financial statements with the management
before submission to the board for approval;

g) Reviewing, with the management, the statement of uses / application of
funds raised through an issue (public issue, rights issue, preferential
issue, etc.), the statement of funds utilized for purposes other than those
stated in the offer document / prospectus / notice and the report
submitted by the monitoring agency monitoring the utilization of
proceeds of a public or rights issue, and making appropriate
recommendations to the board to take up steps in this matter;

h) Review and monitor statutory auditor's independence and performance
and effectiveness of audit process;

i) Approval or any subsequent modification of transactions with related
parties;

j) Scrutiny of inter-corporate loans and investments;

k) Review of valuation of undertakings or assets of the company wherever it
is necessary;

l) Evaluation of internal financial controls and risk management systems;

m) Review with the management, statutory auditors and the internal
auditors about the nature and scope of audits and of the adequacy of
internal control systems;

n) Reviewing the adequacy of internal audit function, if any, including the
structure of the internal audit department, staffing and seniority of the
official heading the department, reporting structure, coverage and
frequency of internal audit;

o) discussion with internal auditors of any significant findings and follow up
there on;

p) Reviewing the findings of any internal investigations by the internal
auditors into matters where there is suspected fraud or irregularity or a
failure of internal control systems of a material nature and reporting the
matter to the board;

q) discussion with statutory auditors before the audit commences, about
the nature and scope of audit as well as post-audit discussion to
ascertain any area of concern;

r) Look into the reasons for any substantial defaults in payment to the
depositors, debenture-holders, shareholders (in case of non-payment of
declared dividend) and creditors, if any;

s) Review the functioning of the whistle blower mechanism;

t) Approval of appointment of Chief Financial Officer after assessing the
qualifications, experience and background, etc. of the candidate

u) Review of the following information:

i. Management discussion and analysis of financial condition and
results of operations;

ii. Management letters / letters of internal control weaknesses issued
by the statutory auditors;

iii. Internal audit reports relating to internal control weaknesses;

iv. The appointment, removal and terms of remuneration of the Chief
Internal Auditor;

v. Statement of deviations

v) Quarterly statement of deviation(s) including report of monitoring
agency, if applicable, submitted to stock exchange(s) in terms of

Regulation 32(1) of the Listing Regulations.

w) Annual statement of funds utilized for purposes other than those stated in
the offer document/ prospectus in terms of Regulation 32(7) of the Listing
Regulations.

x) Carrying out any other function as may be referred to the Committee by
the Board. xxii. Authority to review / investigate into any matter covered
by Section 177 of the Companies Act, 2013 and matters specified in Part
C of Schedule II of the Listing Regulations.

y) Authority to review / investigate into any matter covered by Section 177 of
the Companies Act, 2013 and matters specified in Part C of Schedule II of
the Listing Regulations.

During the Financial Year 2023-24, (4) four meetings of the Audit
Committee were held on the 30.05.2023, 14.08.2023, 14.11.2023 and
14.02.2024.

The details of the composition of the Committee and attendance of the
members at the meetings are given below:

Name Designation Category No. of No. of meetings

Meetings held attended

Mr. M. Nageswara Rao Chairman NED(I) 4 3

Mr. Thomos P. Nicodemus Member NED(I) 4 3

Mr. R. Krishna Mohan Member ED 4 3

NED (I): Non-Executive Independent director
ED: Executive director

During the year, all recommendations of Audit Committee were approved
by the Board of Directors.

B. NOMINATION AND REMUNERATION COMMITTEE

The terms of reference of the Nomination and Remuneration committee
constituted in terms of Section 178 of Companies Act, 2013 and as per
Regulation 19 of SEBI (Listing Obligation and Disclosure Requirements
Regulations, 2015 are as under:

Brief Description of Terms of Reference:

a) To approve the fixation/revision of remuneration of Executive Directors of
theCompany and while approving:

i. To take into account the financial position of the Company, trend in
the industry, appointee's qualification, experience, past
performance, past remuneration etc.

ii. To bring out objectivity in determining the remuneration package
while striking a balance between the interest of the Company and the
Shareholders.

b) To identify persons who are qualified to become Directors and who may
be appointed in senior management in accordance with the criteria laid
down and to recommend to the Board their appointment and /or removal.

c) To carry out evaluation of every Director's performance.

d) To formulate the criteria for determining qualifications, positive attributes
and independence of a director, and recommend to the Board a policy,
relating to the remuneration for the Directors, key managerial personnel
and other employees.

e) For every appointment of an independent director, the Nomination and
Remuneration Committee shall evaluate the balance of skills, knowledge
and experience on the Board and on the basis of such evaluation,
prepare a description of the role and capabilities required of an
independent director. The person recommended to the Board for
appointment as an independent director shall have the capabilities
identified in such description. For the purpose of identifying suitable
candidates, the Committee may:

i. use the services of an external agencies, if required;

ii. consider candidates from a wide range of backgrounds, having due
regard to diversity; and

iii. consider the time commitments of the candidates.

f) To formulate the criteria for evaluation of Independent Directors and the
Board.

g) To recommend/review remuneration of the Managing Director and
Whole-time Director(s) based on their performance and defined
assessment criteria.

h) Recommend to the board, all remuneration, in whatever form, payable to
senior management.

i) devising a policy on diversity of board of directors;

j) whether to extend or continue the term of appointment of the
independent director, on the basis of the report of performance
evaluation of independent directors.

k) Recommend to the board, all remuneration, in whatever form, payable to
senior management.

During the Financial Year 2023-24, (2) two meetings of the Nomination &
Remuneration Committee meeting held on the 14.02.2024.

NED (I): Non-Executive Independent director
NED: Non-Executive director

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to
excel in their performance, recognize their contribution and retain talent
in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications
and experience of the Directors, responsibilities shouldered and
individual performance.

A. STAKEHOLDERS RELATIONSHIP COMMITTEE

Terms of reference of the committee comprise of various matters
provided under Regulation 20 of the Listing Regulations and section 178
of the Companies Act, 2013 which inter-alia include:

Brief description of terms of reference:

a) Resolving the grievances of the security holders of the Company
including complaints related to transfer/ transmission of shares, non¬
receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc;

b) Review of measures taken for effective exercise of voting rights by
shareholders;

c) Review of adherence to the service standards adopted by the Company
in respect of various services being rendered by the Registrar & Share
Transfer Agent;

d) Review of the various measures and initiatives taken by the Company for
reducing the quantum of unclaimed dividends and ensuring timely
receipt of dividend warrants/annual reports/statutory notices by the
shareholders of the company;

e) Such other matter as may be specified by the Board from time to time.

f) Authority to review / investigate into any matter covered by Section 178 of
the Companies Act, 2013 and matters specified in Part D of Schedule II of
the Listing Regulations.

During the Financial Year 2023-24, (1) one meeting of the Stakeholders
and Relationship Committee meeting held on the 14.02.2024.

NED (I): Non-Executive Independent director
ED: Executive director

15. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF
CSR COMMITTEE AND CONTENTS OF CSR POLICY):

Since your Company does not have net worth of Rs. 500 Crores or more
or turnover of Rs. 1000 Crores or more or a net profit of Rs. 5 Crores or
more during the Financial Year2023-24, section 135 of the Companies
Act, 2013 relating to Corporate Social Responsibility is not applicable
and hence the Company need not to adopt any Corporate Social
Responsibility Policy.

16. INTERNAL AUDIT AND FINANCIAL CONTROLS:

The Company has adequate internal controls consistent with the nature
of business and size of the operations, to effectively provide for safety of
its assets, reliability of financial transactions with adequate checks and
balances, adherence to applicable statues, accounting policies,
approval procedures and to ensure optimum use of available resources.

These systems are reviewed and improved on a regular basis. It has a
comprehensive budgetary control system to monitor revenue and
expenditure against approved budget on an ongoing basis.

17. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL
BASIS:

The Company has received declarations from all the Independent
Directors of the Company to the effect that they are meeting the criteria of
independence as provided in Sub-Section (6) of Section 149 of the
Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed that they have complied
with the Company's Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent
Directors have confirmed that they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence.

During the year, Independent Directors of the Company had no
pecuniary relationship or transactions with the Company, other than
sitting fees, commission and reimbursement of expenses incurred by
them for the purpose of attending meetings of the Board of Directors and
Committee(s).

18. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Company's operations
and businesses. Interaction with the Business heads and key executives
of the Company is also facilitated. Detailed presentations on important
policies of the Company are also made to the directors. Direct meetings
with the Chairman are further facilitated to familiarize the incumbent
Director about the Company/its businesses and the group practices.

19. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS /
REGULATORS / TRIBUNALS:

There are no significant and material orders passed by the regulators
/courts that would impact the going concern status of the Company and
its future operations.

20. CONSOLIDATED FINANCIAL STATEMENT:

Since the Company does not have any subsidiary or associate company,

there is no requirement of preparing the Consolidated Financial
Statements during the Financial Year 2023-24 in accordance with
relevant accounting standard issued by the Institute of Chartered
Accountants of India.

21. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under
review.

22. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 (“IEPF Rules”) read with the relevant circulars and
amendments thereto, the amount of dividend remaining unpaid or
unclaimed for a period of seven years from the due date is required to be
transferred to the Investor Education and Protection Fund (“IEPF”),
constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a
period of seven years and therefore no amount is required to be
transferred to Investor Education and Provident Fund under the Section
125(1) and Section 125(2) of the Act.

23. DISCLOSURE OF PARTICULARS WITH RESPECT TO
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Section 134(3) (m) of the
Companies Act, 2013, is provided hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate
measures have been taken to conserve energy wherever possible by
using energy efficient computers and purchase of energy efficient
equipment.

B. Research & Development and Technology Absorption:

a) Research and Development (R&D): NIL

b) Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

24. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company has adopted a whistle blower policy and has established
the necessary vigil mechanism for directors and employees in
confirmation with Section 177 of the Act and Regulation 22 of SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015 to
facilitate reporting of the genuine concerns about unethical or improper
activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards
against victimization of directors and employees who avail of the
mechanism and also provides direct access to the Chairman of the Audit
Committee. The said policy has been uploaded on the website of the
Company.

25. RISK MANAGEMENT POLICY:

Business Risk Evaluation and Management is an ongoing process within
the Organization. The Company has a robust risk management
framework to identify, monitor and minimize risks and also to identify
business opportunities. As a process, the risks associated with the
business are identified and prioritized based on severity, likelihood and
effectiveness of current detection. Such risks are reviewed by the senior
management on a periodical basis.

26. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the SEBI
(Listing Obligation and Disclosure Requirements)Regulations, 2015
provides an overview of the affairs of the Company, its legal status and
autonomy, business environment, mission & objectives, sectoral and
operational performance, strengths, opportunities, constraints, strategy
and risks and concerns, as well as human resource and internal control
systems is appended as Annexure - 3 for information of the Members.

27. PARTICULARS OF REMUNERATION:

A table containing the particulars in accordance with the provisions of
Section 197(12) of the Act, read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
is appended as Annexure-4 to this Report.

A statement showing the names of the top ten employees in terms of

remuneration drawn and the name of every employee is annexed to this
Annual report as Annexure-5.

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) &
(3) of the Companies (Appointment & Remuneration) Rules, 2014 read
with Schedule V of the Companies Act, 2013 the ratio of remuneration of
Mr. S. Raghava Rao, Chairman & Managing Director, Mr. Ch. Harinath,
Whole time Director and R. Krishna Mohan, Whole time Director of the
Company to the median remuneration of the employees is Nil, as no
salary was paid during the FY 23-24.

28. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3) (c) and 134(5) of the
Companies Act, 2013 and on the basis of explanation given by the
executives of the Company and subject to disclosures in the Annual
Accounts of the Company from time to time, we state as under:

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

b) That the Directors have selected such accounting policies and applied
them consistently and made judgment 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 or loss of the
Company for that period;

c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the annual accounts on a going
concern basis;

e) That the Directors have lain down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and

f) That the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are
adequate and operating effectively.

29. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE

WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the auditor's under Section
143(12) of the Companies Act, 2013.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013:

As per the requirement of the provisions of the sexual harassment of
women at workplace (Prevention, Prohibition & Redressal) Act, 2013
read with rules made thereunder, the Company has constituted Internal
Complaints Committees as per requirement of the Act which are
responsible for redressal of complaints relating to sexual harassment
against woman at workplace. During the year under review, there were
no complaints pertaining to sexual harassment against womenpending
at the beginning of the year or received during the year.

31. BOARD EVALUATION:

The Company has adopted a formal mechanism for evaluation of the
performance of the Board, its committees and individual directors,
including the Chairman of the Board, in accordance with the requirement
under the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and accordingly
evaluation of the performance of the Board and its Committees have
been carried out annually.

The evaluation is performed by the Board, Nomination and
Remuneration Committee and Independent Directors with specific focus
on the performance and effective functioning of the Board and Individual
Directors.

In line with Securities and Exchange Board of India Circular No.
SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the
Companies Amendment Act, 2017 the Company adopted the
recommended criteria by Securities and Exchange Board of India.

The criteria for performance evaluation covers the areas relevant to the
functioning of the Board and Board Committees such as its composition,
oversight and effectiveness, performance, skills and structure etc.

32. SECRETARIAL STANDARDS:

The Company is in compliance with the applicable secretarial standards.

33. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the
following activities except as mentioned:

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights: NA

c) Issue of shares under employee's stock option scheme: NA

d) Disclosure on purchase by Company or giving of loans by it for
purchase of its shares: NA

e) Buy back shares: NA

f) Disclosure about revision: NA

g) Preferential Allotment of Shares: NA

34. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

During the year under review no Company has become its subsidiary,
joint venture or associate Company.

35. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING
DIRECTORS' INDEPENDENCE:

A. Scope:

This policy sets out the guiding principles for the Nomination &
Remuneration Committee for identifying persons who are qualified to
become Directors and to determine the independence of Directors, in
case of their appointment as independent Directors of the Company.

B. Terms and References:

(i) “Director” means a director appointed to the Board of a Company.

(ii) “Nomination and Remuneration Committee means the committee
constituted in accordance with the provisions of Section 178 of the
Companies Act, 2013 and reg. 19 of SEBI (Listing Obligation and
Disclosure Requirement), Regulations, 2015.

(iii) “Independent Director” means a director referred to in sub-section (6) of
Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of the
SEBI (Listing obligations and Disclosure Requirements) Regulations,
2015.

C. Policy:

a. Qualifications and criteria:

(i) The Nomination and Remuneration Committee, and the Board, shall
review on annual basis, appropriate skills, knowledge and experience
required of the Board as a whole and its individual members. The
objective is to have a board with diverse background and experience that
are relevant for the Company's operations.

(ii) In evaluating the suitability of individual Board member, the NR
Committee may take into account factors, such as:

• General understanding of the company's business dynamics, global
business and social perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and energy in carrying out their duties
and responsibilities effectively.

(iii) The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the Companies Act, 2013;

• shall Endeavour to attend all Board Meeting and wherever he is appointed
as a Committee Member, the Committee Meeting;

• shall abide by the code of Conduct established by the company for
Directors and senior Management personnel;

• shall disclose his concern or interest in any company or companies or
bodies corporate, firms, or other association of individuals including his
shareholding at the first meeting of the Board in every Financial Year and
thereafter whenever there is a change in the disclosures already made;

• Such other requirements as may be prescribed, from time to time, under
the Companies Act, 2013, SEBI (Listing obligations and Disclosure
Requirements) Regulations, 2015and other relevant laws.

(iv) The Nomination & Remuneration Committee shall evaluate each
individual with the objective of having a group that best enables the

success of the company's business.

b. Criteria of independence:

(i) The Nomination & Remuneration Committee shall assess the
independence of Directors at time of appointment/ re-appointment and
the Board shall assess the same annually.

(ii) The Board shall re-assess determinations of independence when any
new interest or relationships are disclosed by a Director.

(iii) The criteria of independence shall be in accordance with guidelines as
laid down in Companies Act, 2013 and reg. 16(1) (b) of the SEBI (Listing
obligations and Disclosure Requirements) Regulations, 2015.

(iv) The Independent Director shall abide by the “Code for Independent
Directors “as specified in Schedule IV to the companies Act, 2013.

c. Other Directorships/Committee Memberships:

(i) The Board members are expected to have adequate time and expertise
and experience to contribute to effective Board performance.
Accordingly, members should voluntarily limit their directorships in other
listed public limited companies in such a way that it does not interfere with
their role as Director of the company. The Nr Committee shall take into
account the nature of, and the time involved in a Director Service on other
Boards, in evaluating the suitability of the individual Director and making
its recommendations to the Board.

(ii) A Director shall not serve as director in more than 20 companies of which
not more than 10 shall be public limited companies.

(iii) A Director shall not serve an independent Director in more than 7 listed
companies and not more than 3 listed companies in case he is serving as
a whole-time Director in any listed company.

(iv) A Director shall not be a member in more than 10 committee or act
chairman of more than5 committee across all companies in which he
holds directorships.

For the purpose of considering the limit of the committee, Audit
committee and stakeholder's relationship committee of all public limited
companies, whether listed or not, shall be included and all other
companies including private limited companies, foreign companies and
companies under section 8 of the Companies Act, 2013 shall be
excluded.

36. REMUNERATION POLICY:

A. Scope:

This policy sets out the guiding principles for the Nomination and
Remuneration committee for recommending to the Board the
remuneration of the directors, key managerial personnel and other
employees of the company.

B. Terms and Reference:

In this policy the following terms shall have the following meanings:

(i) “Director” means a director appointed to the Board of the company.

(ii) “Key managerial personnel” means

• The Chief Executive Office or the managing director or the manager;

• The company secretary;

• The whole-time director;

• The chief finance Officer; and

• Such other office as may be prescribed under the companies Act, 2013

(iii) “Nomination and Remuneration Committee” means the committee
constituted by Board in accordance with the provisions of section 178 of
the companies Act,2013 and reg. 19 of SEBI (Listing obligations and
Disclosure Requirements) Regulations, 2015.

C. Policy:

a) Remuneration to Executive Director and Key Managerial
Personnel:

(i) The Board on the recommendation of the Nomination and Remuneration
(NR) committee shall review and approve the remuneration payable to
the Executive Director of the company within the overall approved by the
shareholders.

(ii) The Board on the recommendation of the NR committee shall also review
and approve the remuneration payable to the key managerial personnel
of the company.

(iii) The Remuneration structure to the Executive Director and key
managerial personnel shall include the following components:

• Basic pay

• Perquisites and Allowances

• Commission (Applicable in case of Executive Directors)

• Retrial benefits

• Annual performance Bonus

(iv) The Annual plan and Objectives for Executive committee shall be
reviewed by the NR committee and Annual performance Bonus will be
approved by the committee based on the achievement against the
Annual plan and Objectives.

b) Remuneration to Non-Executive Directors:

(i) The Board, on the recommendation of the Nomination and
Remuneration Committee, shall review and approve the remuneration
payable to the Non-Executive Directors of the Company within the
overall limits approved by the shareholders as per provisions of the
Companies act.

(ii) Non-Executive Directors shall be entitled to sitting fees attending the
meetings of the Board and the Committees thereof. The Non-Executive
Directors shall also be entitled to profit related commission in addition to
the sitting fees.

c) Remuneration to other employees:

Employees shall be assigned grades according to their qualifications and
work experience, competencies as well as their roles and responsibilities
in the organization. Individual remuneration shall be determined within
the appropriate grade and shall be based on various factors such as job
profile skill sets, seniority, experience and prevailing remuneration levels
for equivalent jobs.

37. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER
TRADING:

The Board of Directors has adopted the Insider Trading Policy in
accordance with the requirements of the SEBI (Prohibition of Insider
Trading) Regulation, 2018. The Insider Trading Policy of the Company
lays down guidelines and procedures to be followed, and disclosures to
be made while dealing with shares of the Company, as well as the
consequences of violation. The policy has been formulated to regulate,
monitor and ensure reporting of deals by employees and to maintain the

highest ethical standards of dealing in Company securities. The Insider
Trading Policy of the Company covering code of practices and
procedures for fair disclosure of unpublished price sensitive information
and code of conduct for the prevention of insider trading, is available on
our website.

38. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS:

The Internal Financial Controls with reference to financial statements as
designed and implemented by the Company are adequate. The
Company maintains appropriate system of internal control, including
monitoring procedures, to ensure that all assets are safeguarded against
loss from unauthorized use or disposition. Company policies, guidelines
and procedures provide for adequate checks and balances, and are
meant to ensure that all transactions are authorized, recorded and
reported correctly.

During the period under review, there is no material or serious
observations have been noticed for inefficiency or inadequacy of such
controls.

Further, details of internal financial control and its adequacy are included
in the Management Discussion and Analysis Report which forms part of
this Report.

39. INSURANCE:

The properties and assets of your Company are adequately insured.

40. CREDIT & GUARANTEE FACILITIES:

During the year under review, the Company has not availed credit and
guarantee facilities.

41. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free
and is fully committed to its social responsibility. The Company has been
taking upmost care in complying with all pollution control measures from
time to time strictly as per the directions of the Government.

We would like to place on record our appreciation for the efforts made by
the management and the keen interest shown by the Employees of your
Company in this regard.

42. CORPORATE GOVERNANCE:

Since the paid-up capital of the Company is less than Rs. 10 Crores and
Net worth of the Company is less than Rs. 25 Crores, Corporate
Governance is Not Applicable.

43. CEO/ CFO CERTIFICATION:

The Managing Director and CFO certification of the Financial Statements
for the Financial Year 2023-24 is annexed in this Annual Report as
Annexure-6.

44. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the year under review, there were no applications filed or
remained pending for corporate insolvency resolution process, by a
financial or operational creditor or by the company itself under the IBC
before the NCLT.

45. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF:

Not applicable.

46. ACKNOWLEDGEMENTS:

Your directors wish to place on record their appreciation of the
contribution made by the employees at all levels, to the continued growth
and prosperity of your Company. Your directors also wish to place on
record their appreciation of business constituents, banks and other
financial institutions and shareholders of the Company for their
continued support for the growth of the Company.

For and on behalf of the Board of
City Online Services Limited

Sd/-

S. Raghava Rao

Place: Hyderabad Chairman & Managing Director

Date: 04.09.2024 (DIN: 01441612)