Directors Report of Cistro Telelink Ltd.

Mar 31, 2025

Your Directors have pleasure in submitting Company''s Thirty -Third (33^rd) Annual Report
of the Company together with the Audited Statements of Accounts for the financial year
ended March 31, 2025.

1. FINANCIAL RESULTS:

The Summarized standalone results of your Company are given in the table below:

(Rs. in Hundreds except EPS)

Particulars	Financial Year ended 31.03.2025	Financial Year ended 31.03.2024
Revenue from Business Operations	13027.44	23670.27
Other Income	5019.71	9150.35
Total Income	18047.15	32820.62
Total Expenses	34510.32	30831.42
Profit/Loss before exceptional items	(16463.17)	(1989.20)
Less: Exceptional Items	0	(144826.91)
Profit/Loss before tax	(16463.17)	(142837.71)
Less: Tax Expenses (Including Deferred Tax)	0	0
Net Profit/Loss After Tax	(16463.17)	(142837.71)
Paid up Equity Share Capital (Face Value Rs. 10 each fully paid up)	513430.00	513430.00
Other Equity	(232734.99)	(216271.82)
Earnings Per Share (EPS) (Basic)	(0.03)	(0.28)

2. REVIEW OF OPERATIONS AND THE COMPANY''S AFFAIRS:

During the financial year under review,

(a) The turnover of the Company in the financial year ended as on March 31, 2025, is INR
13027.44 (in Hundreds) as against INR 23670.27 (in Hundreds) in the previous year
ended as on March 31, 2024.

(b) The Loss of the Company in the financial year ended as on March 31, 2025, is INR
16463.17 (in Hundreds) as against profit of INR 142837.71 (in Hundreds) in the previous
year ended as on March 31, 2024.

3. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is a
Part of Annual Report. Consolidated Financial Statement is not applicable to the Company.

4. APPLICABILITY OF CORPORATE GOVERNANCE AND RELATED PROVISIONS:

As on March 31, 2025 the Company being an listed entity, having paid up equity share
capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five
crore, hence pursuant to Regulation 15(2) of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) the compliance with the corporate governance
provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27
and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of
Schedule V was not applicable to the Company.

Accordingly, the Company was exempted from the requirement to provide disclosures
under the relevant sections of the Annual Report.

5. CHANGE IN NATURE OF THE COMPANY''S BUSINESS, IF ANY:

The Company is planning to focus on its existing business activities. During the financial
year under review, the Company did not change the nature of its business.

6. DIVIDEND:

The board of directors of your company has decided not to recommend any dividend for
the financial year under review.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

The Company does not have any funds as contemplated under Section 125 of the Act lying
unpaid or unclaimed for a period of seven years. Therefore, there were no funds which
were required to be transferred to Investor Education and Protection Fund (IEPF).

Further, the Company does not have unclaimed dividend pertaining to previous or current
financial years.

8. AMOUNTS TRANSFERRED TO RESERVES:

The Board of Directors of the company has decided to retain the entire amount of loss i.e.
INR 16463.17 (in Hundreds) for the FY 2024 -25 in the Profit and Loss Surplus account.

9. CHANGES IN SHARE CAPITAL, IF ANY:

Authorised Capital:

During the year under review, the Authorised Capital remains unchanged and stood at Rs.
5,13,43,000/-(Rupees Five Crore Thirteen Lakh Forty-Three Thousand) which is divided

into 5,13,43,000 (Five Crore Thirteen Lakh Forty-Three Thousand) Equity Shares of Rs. 1/-
(One each), as on March 31, 2025.

Paid up Capital:

As on March 31, 2025 the paid-up equity share capital of the Company stood at Rs.
5,13,43,000/-(Rupees Five Crore Thirteen Lakh Forty-Three Thousand) which is divided
into 5,13,43,000 (Five Crore Thirteen Lakh Forty-Three Thousand) Equity Shares of Rs. 1/-
(One each), as on March 31, 2025.

The Company has not issued any shares, securities / instruments convertible into equity
shares, sweat equity shares or shares with differential voting rights.

However, during the year under review;

During the year under review, the Board of Directors, at its meeting held on 19th June 2024,
considered and approved a proposal for Reduction of Share Capital under Section 66 of
the Companies Act, 2013. The reduction is proposed with a view to clean up the Company''s
balance sheet by adjusting the accumulated losses and to present a more accurate financial
position to support the Company''s future business plans and fundraising requirements.
The details of the application and its status till the date of this report have been mentioned
at the point under heading: MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE
OCCURRED DURING THE FINANCIAL YEAR AND THE PERIOD BETWEEN THE END
OF THE FINANCIAL YEAR OF THE COMPANY AND THE DATE OF THIS REPORT.

10. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL
RIGHTS:

All the equity shares issued by the Company carry similar voting rights and the Company
has not issued any equity shares with differential voting rights during the financial year
under review.

11. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not granted any employee stock options (ESOPs) during the financial
year under review. Hence, disclosure of ESOPs under Rule 12 of the Companies (Share
Capital and Debentures) Rules, 2014 is not required.

12. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company, under the provisions of Section 54 read with Rule 8(13) of the Companies
(Share Capital and Debentures) Rules, 2014, has not issued any sweat equity shares during
the financial year under review and hence the disclosure requirements in this connection
will not apply to the Company.

13. DISCLOSURE REGARDING BUYBACK OF SHARES:

During the year under review no securities were bought back under the provisions of the
Companies Act, 2013 or under any other applicable law for the time being in force.

14. WEBLINK OF THE ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act,
2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual return for the Financial Year 2024 -25 in WEB Form MGT 7 is furnished on the
website of the Company at https://www.cistrotelelink.com

15. NUMBER OF MEETINGS OF BOARD:

During the year under review Board of Directors of the Company have met Nine (9) times,
accordingly Nine (9) Board Meetings of Board of Directors have been held.

The details of Board Meetings and Committees, attendance of each Directors, were as
follows:

SR. NO.	DATE OF BOARD MEETING	NO. OF DIRECTORS ATTENDED
1.	May 08, 2024	5
2.	June 19, 2024	5
3.	July 01, 2024	5
4.	August 14, 2024	5
5.	November 11, 2024	5
6.	December 06, 2024	4
7.	January 03, 2024	5
8.	February 10, 2025	5
9.	March 27, 2025	4

The meetings of the Board have been duly convened in the manner as prescribed under the
Companies Act, 2013.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION
186 OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not advanced any loans / given
guarantees / made investments pursuant to the provisions of Section 186 of the Companies
Act, 2013.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013:

During the year under review the Company have not entered into any related party
transactions as prescribed under section 188 of the Companies Act, 2013. Therefore, there
is no requirement of reporting in AOC-2 in terms of Section 134 of the Act read with Rule
8 of the Companies (Accounts) Rules, 2014.

18. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED DURING
THE FINANCIAL YEAR AND THE PERIOD BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY AND THE DATE OF THIS REPORT:

During the year, the Board at its meeting held on 19 June 2024 approved a Scheme of
Reduction of Share Capital under Section 66 of the Companies Act, 2013, to clean up
accumulated losses and present a strengthened financial position. The proposal provides
for reducing the paid-up capital from ^5,13,43,000 to ^3,08,05,800 by writing off ^2,05,37,200
of accumulated losses, without any payout to shareholders and without altering the
shareholding pattern. The shareholders approved the Scheme at the 32nd AGM held on 25
July 2024. The Company obtained in-principle approval from BSE Limited on 09 December
2024 after submitting the required clarifications. A petition in Form RSC-1 was filed with
the Hon''ble NCLT, Indore Bench, on 13 January 2025, which has since been admitted, and
all directions of the Tribunal have been complied with. The matter is currently pending for
final hearing and approval.

There have been no other material changes or commitments, except as mentioned above
affecting the financial position of the Company occurred during the financial year as well
as between the period starting from April 1, 2025 and the date of the report.

19. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as below:

A. CONSERVATION OF ENERGY;

(i) Steps taken or impact on conservation of energy: The company is taking adequate
steps progressively on conservation of energy.

(ii) Steps taken by the Company for utilizing alternate sources of energy: The

company is not making use of alternate sources of energy.

(iii) capital investment on energy conservation equipment''s: During the Financial year
2024 -2025 the company has not spent amount on capital investment on energy
conservation equipment.

B. TECHNOLOGY ABSORPTION;

1	The efforts made towards	During the year the company has not made any
	technology absorption	technological changes.

2	The benefits derived like product improvement, cost reduction, product development or import substitution	The installed equipment''s has resulted in enhanced production capacity and better-quality product at lower power consumption.
3	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:	The company has not imported technology during the last 3 financial years.
	a) the details of technology imported	NA
	b) the year of import	NA
	c) whether the technology been fully absorbed	NA
	d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	NA
4	The expenditure incurred on Research and Development.	NA

C. FOREIGN EXCHANGE EARNINGS & OUTGO;

(Rs. in Hundreds)

Particulars	31.03.2025	31.03.2024
Earnings	NIL	NIL
Outgo	NIL	NIL

20. DETAILS OF SUBSIDIARIES, TOINT VENTURES, OR ASSOCIATES COMPANIES:

The Company operates as a single entity with no subsidiaries or Joint Venture or Associate
Companies as explained within the meaning of the Companies Act, 2013. Since the
company has no Joint Venture or Associate companies the company is not required to give
information in AOC-1 as required under Companies Act, 2013. Further the Company was
not required to consolidates its accounts and present Consolidated Financial Statements
of the company as part of the Annual Report for the Financial Year 2024 -25.

Names of companies which have become or ceased to be its Subsidiaries, joint ventures or
associate companies during the year - NIL.

21. COMPOSITION OF VARIOUS COMMITTEES AND THEIR MEETINGS:

a) Audit Committee:

The Company has duly constituted the Audit Committee pursuant to the provisions
of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

As on 31.03.2025 the following Directors are members of Audit Committee:

Sr. No.	Name	Designation	Nature of Directorship
1.	Savita Bhavinkumar Thakkar	Chairperson	Independent Director, (Non¬ Executive)
2.	Harilal Singh Jhabar	Member	Independent Director, (Non¬ Executive)
3.	Arun Kumar Sharma	Member	Non -Independent Director, (Non¬ Executive)

• Renu Singh resigned from the Board of the Company w.e.f. December 03,2024, accordingly
ceased to be the Chairman and Member of the Audit committee.

• Savita Bahvinkumar Thakkar was appointed as Member and Chairman of the Audit
Committee w.e.f. 06/12/2024.

• Ganesh Saindane ceased to be the Independent Director of the Company pursuant to expiry
of his second term w.e.f. March 26, 2025, accordingly ceased to be the Member of the Audit
committee.

• Harilal Singh Jhabar was appointed as Member of the Audit Committee w.e.f. 27/03/2025.

• The Audit Committee was reconstituted twice during the year i.e. on 06/12/2024 and
27/03/2025.

The following Meetings of the Audit Committee were held during the Financial Year

2024-25:

Sr. No.	Date of Committee Meeting	Committee Strength	Number of Members present	% of Attendance
1.	May 08, 2024	3	3	100
2.	June 19, 2024	3	3	100
3.	July 01, 2024	3	3	100
4.	August 14, 2024	3	3	100
5.	November 11, 2024	3	3	100
6.	December 06, 2024	3	3	100
7.	January 03, 2024	3	3	100
8.	March 27, 2025	3	3	100

b) Nomination and Remuneration Committee

The Company has duly constituted the Nomination and Remuneration Committee
pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation

19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The following Directors are members of Nomination and Remuneration Committee:

As on 31.03.2025 the following Directors are members of Nomination and
Remuneration Committee:

Sr. No.	Name	Designation	Nature of Directorship
1.	Savita Bhavinkumar Thakkar	Chairperson	Independent Director, (Non¬ Executive)
2.	Harilal Singh Jhabar	Member	Independent Director, (Non¬ Executive)
3.	Arun Kumar Sharma	Member	Non -Independent Director, (Non¬ Executive)

• Renu Singh resigned from the Board of the Company w.e.f. December 03,2024, accordingly
ceased to be the Chairman and Member of the Nomination and Remuneration Committee.

• Savita Bahvinkumar Thakkar was appointed as Member and Chairman of the Nomination
and Remuneration Committee w.e.f. 06/12/2024.

• Ganesh Saindane ceased to be the Independent Director of the Company pursuant to expiry
of his second term w.e.f. March 26, 2025, accordingly ceased to be the Member of the
Nomination and Remuneration Committee.

• Harilal Singh Jhabar was appointed as Member of the Nomination and Remuneration
Committee w.e.f. 27/03/2025.

• The Nomination and Remuneration Committee was reconstituted twice during the year

i.e. on 06/12/2024 and 27/03/2025.

The following Meetings of the Nomination and Remuneration Committee were held

during the Financial Year 2024 -25:

Sr. No.	Date of Committee Meeting	Committee Strength	Number of Members present	% of Attendance
1.	July 01, 2024	3	3	100
2.	December 02, 2024	3	3	100
3.	February 10, 2025	3	3	100
4.	March 27, 2025	3	3	100

c) Stakeholders Relationship Committee

The Company has duly constituted the Stakeholders Relationship Committee
pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation
20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As on 31.03.2025, the following Directors are members of Stakeholders Relationship
Committee:

Sr. No.	Name	Designation	Nature of Directorship
1.	Savita Bhavinkumar Thakkar	Chairperson	Independent Director, (Non¬ Executive)
2.	Harilal Singh Jhabar	Member	Independent Director, (Non¬ Executive)
3.	Arun Kumar Sharma	Member	Non -Independent Director, (Non¬ Executive)

• Renu Singh resigned from the Board of the Company w.e.f. December 03,2024, accordingly
ceased to be the Chairman and Member of the Stakeholders Relationship Committee.

• Savita Bahvinkumar Thakkar was appointed as Member and Chairman of the Stakeholders
Relationship Committee w.e.f. 06/12/2024.

• Ganesh Saindane ceased to be the Independent Director of the Company pursuant to expiry
of his second term w.e.f. March 26, 2025, accordingly ceased to be the Member of the
Stakeholders Relationship Committee.

• Harilal Singh Jhabar was appointed as Member of the Stakeholders Relationship Committee
w.e.f. 27/03/2025.

• The Stakeholders Relationship Committee was reconstituted twice during the year i.e. on
06/12/2024 and 27/03/2025.

The following Meetings of the Stakeholders Relationship Committee were held

during the Financial Year 2024 -25:

Sr. No.	Date of Committee Meeting	Committee Strength	Number of Members present	% of Attendance
1.	May 08, 2024	3	3	100
2.	August 14, 2024	3	3	100
3.	November 11, 2024	3	3	100
4.	January 03, 2025	3	3	100

d) The Company was not required to constitute Risk Management Committee.

22. NOMINATION AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and in compliance
of Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has formulated the Nomination and Remuneration
Policy for Directors, Key Managerial Personnel and Employees of the Company in order
to pay equitable remuneration to Directors, KMPs and other Employees of the Company
and it includes the criteria for determining qualifications, positive attributes,
independence of a Director.

The Company''s remuneration policy is directed towards rewarding performance based
on review of achievements periodically. The remuneration policy is in consonance with
the existing industry practice. The Remuneration policy is available on the Company''s
website at https: / / www.cistrotelelink.com/ policies.html

23. RISK MANAGEMENT POLICY:

The Directors ensured that the risks which threaten the existence of the Company were
addressed as and when the same were noticed. The Directors also ensured that they took
necessary steps to identify and review any risks which may have arisen during the normal
course of business.

The Company has adopted the systematic approach to mitigate the risk associated with
the objectives, operations, revenues and regulations. Major risks identified by the
businesses and functions are systematically addressed and also discussed at the meetings
of the Board of Directors of the Company.

24. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company has a professional Board with right mix of knowledge, skills, and expertise
that provides strategic guidance and direction to the Company in achieving its business
objectives and protecting the interest of the stakeholders.

Appointment/Re-appointment/Resignation of Directors.

a. During the year under review following changes within the composition of the
Board of Directors were taken place:

i. Payal Sureshkumar Jeerawala resigned from the post of Company Secretary and
Compliance Officer of the Company, w.e.f. April 13, 2024 due to personal reasons.

ii. Appointment of Ms. Vinita Goyal as Company Secretary and Complaince Officer
of the Company w.e.f. April 19, 2024.

iii. Savita Bhavinkumar Thakkar (DIN: 07192068) was appointed as an Additional
Director (Non-Executive & Independent) w.e.f. December 06, 2024 for a period of
5 (Five) years.

iv. Renu Singh the (DIN: 00860777) Director (Non-Executive & Independent) resigned
from the position from the Company due to other professional commitments w.e.f.
December 03, 2024.

b. At the 32^nd Annual General meeting of the Company.

i. Mr. Arun Kumar Sharma Non-Executive Director (DIN: 00369461) who retired by
rotation under section 152(6) of the Companies Act, 2013 and being eligible, offered

himself for reappointment at the 32^nd Annual General Meeting and subsequently
appointed as Director of the Company.

ii. Regularisation of Mr. Harilal Singh Jhabar Ram Farhan (DIN: 05124923) as a Non¬
Executive & Independent Director of the Company, who was appointed as an
Additional Director (Independent & Non-Executive) w.e.f. February 06, 2024, for a
term of five (5) years, pursuant to the resolution passed by the Board of Directors at
its meeting held on February 06, 2024.

iii. Regularisation of Mr. Sudama Patel (DIN: 10132041) as Whole -Time Director
(Executive Director) of the Company w.e.f. 06^th February, 2024 for a period of 5
years, pursuant to the resolution passed by the Board of Directors at its meeting
held on February 06, 2024.

The Second term of Ganesh Sahebrao Saindane (DIN:06647090) completed as Independent
Director, accordingly upon completion of his second term his tenure as Independent
Director and Director of the Company ceased with effect from March 26, 2025.

In the opinion of the Board, the independent directors are, individually, person of integrity
and possess relevant expertise and experience.

Apart from changes in the point (a) and (b) above there were no further changes in the
directors and KMP of the company during the year under review.

Furthermore, at the ensuing 33^rd (Thirty -Third) Annual General Meeting following
Appointment/Re-appointment shall be proposed for members'' approval:

i. To Regularize the Appointment of Savita Bhavinkumar Thakkar (DIN: 07192068) as an
Independent Director (Non-Executive) the Company who was appointed by the Board
of Directors as an Additional Independent Director (Non-Executive) of the Company
with effect from December 06, 2024 for the Period of Five (5) years to hold office up to
the conclusion of this Annual General Meeting of the Company, not liable to retire by
rotation. Her Appointment shall be subject to the members approval at the 33^rd Annual
general Meeting of the Company.

ii. To appoint a Director in place of Sudama Patel (DIN: 10132041) the Whole time Director
of the Company, who shall be retire by rotation at the forthcoming Annual General
Meeting, and being eligible seeks re-appointment.

iii. To increasing the Borrowing Power limit under section 180(1)(C) of the Companies Act,
2013 up to INR 50 Crores (Rupees Fifty crore only).

iv. T o create charges, mortgages, hypothecation on the immovable and movable properties

of the company under section 180(1)(a) of the companies act, 2013, provided that the
value of such secured borrowings or transactions shall not exceed INR 50 Crore
(Rupees Fifty crore only) at any point in time.

As on 31.03.2025 the Composition of the Board of the Company stood as follows:
a. Board of Directors:

Sr. No.	Name	DIN	Designation
1.	Arun Kumar Sharma	00369461	Non-Executive Director
2.	Sudama Patel	10132041	Whole Time Director
3.	Savita Bhavinkumar Thakkar	07192068	Additional Director (Independent, Non¬ Executive)
4.	Harilalsingh Jhabarram Faran	05124923	Independent Director
5.	Pyarelal Gulabchand Verma	-	Chief Financial Officer
6.	Vinita Goyal	-	Company Secretary & Compliance Officer

b. Key Managerial Personnel (KMP):

Pursuant to Section 2(51) read with Section 203 of the Companies Act, 2013 read
with Rules made thereunder, the following person has been designated as Key
Managerial Personnel of the Company under the Companies Act, 2013:

Sudama Patel	Whole time Director
Pyarelal Gulabchand Verma	Chief Financial Officer
Vinita Goyal	Company Secretary & Compliance Officer

c. Disqualification of Directors Under Section 164

None of the directors were disqualified from being appointed or re-appointed as
directors of the Company or other companies as prescribed within the provision
of section 164 of the Companies Act 2013.

25. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

ADJUDICATION ORDER UNDER SECTION 203(1) OF THE COMPANIES ACT, 2013;
During the year, the Company received an Adjudication Order from the Registrar of
Companies, Gwalior, imposing penalties under Section 454 of the Companies Act, 2013

for non-compliance with Section 203(1) relating to the delayed appointment of a Whole¬
Time Company Secretary. The Company filed an appeal before the Regional Director,
North Western Region, Ahmedabad, who directed payment of the penalty within 90 days.
In compliance with the said direction, the Company has paid the penalty amounting to
Rs. 5,68,000/-. Accordingly, no amount remains outstanding and the matter now stands
fully complied with.

Except as mentioned above no other significant or material order were passed by any
regulators or courts or tribunals, which may have impacted the going concern status of
the Company and its future operations. Further, no penalties have been levied by any
regulator during the financial year under review.

26. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO THE COMPANY''S FINANCIAL STATEMENTS:

As per the Auditors'' Report, the Company has internal financial controls, which are
commensurate with the size of the business of the Company. The Directors, as and when
required, shall keep on strengthening the same as per Internal Financial Controls Financial
Reporting (IFCFR) requirements.

27. DEPOSITS:

A. The Details relating to Deposits, covered under Chapter V of the Act: -

a)	accepted during the year;		NIL
b)	remained unpaid or unclaimed as at the end of the year;		NIL
c)	whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:		NA
	i.	at the beginning of the year;	NIL
	ii.	maximum during the year;	NIL
	iii.	at the end of the year;	NIL

B. The details of Deposits which are not in Compliance with the requirements of Chapter
V of the Act: - NIL

C. Further, the Company has been in compliance with the provisions of rule 16 and 16A
of the Companies (Acceptance of Deposits) Rules, 2014, for the financial year 2024 -25.

28. RECEIPT OF ANY COMMISSION BY THE MANAGING/WHOLE TIME DIRECTOR
OF THE COMPANY FROM EITHER THE COMPANY ITSELF OR ITS HOLDING OR
SUBSIDIARY COMPANIES:

During the financial year under review, no commission from the Company or its Holding
or Subsidiary Companies was received by any director of the Company.

29. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR
APPOINTMENT AND REMUNERATION.

The Nomination & Remuneration Committee of Directors have approved a Policy for
Selection, Appointment and Remuneration of Directors which inter-alia requires that
composition and remuneration is reasonable and sufficient to attract, retain and motivate
Directors, KMP and senior management employees and the Directors appointed shall be
of high integrity with relevant expertise and experience so as to have diverse Board and
the Policy also lays down the positive attributes/criteria while recommending the
candidature for the appointment as Director. The policy on Company''s Remuneration and
Nomination is posted on Company''s website at www.cistrotelelink.com.

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

All Independent Directors of your Company have submitted their declaration of
independence, as required, pursuant to the provisions of Section 149(7) of the Act and
Regulation 25(8) of the Listing Regulations, stating that they meet the criteria of
independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations, and are not disqualified from continuing as Independent Directors of
your Company. Further, in terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent
Directors have confirmed that they have registered themselves with databank maintained
by the Indian Institute of Corporate Affairs (''IICA''). These declarations/confirmations
have been placed before the Board. Pursuant to Rule 8(5)(iiia) of the Companies
(Accounts) Rules, 2014, the Board of Directors hereby affirms that, based on the evaluation
conducted and declarations received, it is of the opinion that the Independent Directors
appointed during the financial year possess the requisite integrity, expertise, and
experience (including proficiency) required for effectively discharging their duties as
Independent Directors of the Company.

31. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As stipulated in the Code of Conduct for Independent Directors under the Act and Listing
Regulations, a separate Meeting of Independent Directors of the Company was held on
February 10, 2025 to review the performance of Non-Independent Directors (including the
Chairman) and the Board as a whole. The Independent Directors also assessed the quality,
quantity and timeliness of flow of information between the Company Management and
the Board, which is necessary to effectively and reasonably perform and discharge their
duties. 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.

32. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program aims to provide Independent Directors with the
Telecommunication industry scenario, 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 at https: / / www.cistrotelelink.com/ policies.html.

33. STATEMENT ON CORPORATE SOCIAL RESPONSIBILITY:

The Provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies
Corporate Social Responsibility (Policy) Rules, 2014, was not applicable to the Company
as the Net worth, Turnover and Net profit of the Company was under the triggering limits
during the year under review.

34. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN & WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

In compliance of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, ("Act"), the Company has circulated the Prevention, Prohibition
and Redressal against Sexual Harassment of Women Employees at Workplace Policy
("Policy"). During the year, the Company received no complaints of sexual harassment,
Further training was conducted to increase the awareness of employees. The Company
was not required to established a Core Complaints Redressal Committee at the Corporate
Office.

Disclosures in relation to the Sexual Harassment of Women at Work place (Prevention,
Prohibition and Redressal) Act, 2013

i. Number of complaints filed during the financial year - NIL

ii. Number of complaints disposed of during the financial year - NIL

iii. Number of complaints pending as on end of the financial year - NIL

iv. Nature of actions(s) taken by the employer or the district officer - NA

v. Number of workshops/awareness programs conducted by the employer to increase
awareness about sexual harassment at workplace - NIL

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.

35. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS
COMMITTEES AND OF INDIVIDUAL DIRECTORS:

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.

36. VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY FOR THE DIRECTORS
AND EMPLOYEES:

The Company has established a vigil mechanism policy to oversee the genuine concerns
expressed by the employees and other Directors. The Company has also provided
adequate safeguards against victimization of employees and Directors who express their
concerns. The Company has also provided direct access to Savita Bhavinkumar Thakkar,
The Chairperson of the Audit committee of the Company in appropriate and exceptional
cases. The detailed whistle blower policy of the Company is Uploaded and may be
accessed on the Company website i.e. at https:// www.cistrotelelink.com/ policies.html.

37. REPORTING OF FRAUD BY AUDITORS:

During the year under review, the Internal Auditors, Statutory Auditors and Secretarial
Auditor have not reported any instances of frauds committed in the Company by its
Officers or Employees to the Audit Committee under section 143(12) of the Act, details of
which needs to be mentioned in this Report.

38. AUDIT AND AUDITORS:

(i) INTERNAL AUDITOR;

On recommendation of Audit Committee, the Board of Directors of the Company at
its meeting held on July 01, 2024 has appointed M/s. Phophalia S & Associates,
Chartered Accountants, as internal auditor of the Company for financial year 2024 -25
on such remuneration as may be decided by management of the Company with the
mutual consent of the Auditor.

(ii) STATUTORY AUDITOR;

The Members of the Company at their 30^th (Thirtieth) Annual General Meeting held
on Tuesday, September 27, 2022 on the recommendation of Audit Committee
appointed M/s. B. Chordia & Co. Chartered Accountants (Firm Registration No.
121083W) as Statutory Auditors of the Company for a period of 5 consecutive years
from the conclusion of 30^th (Thirtieth) Annual General Meeting till the conclusion of
35^th (Thirty- Fifth) Annual General Meeting to be held in the year 2027.

(iii) SECRETARIAL AUDITOR;

On recommendation of the Audit Committee, the Board of Directors of the Company
at its meeting held on July 01, 2024 have appointed M/ s. HSPN & Associates LLP,
Company Secretaries, as Secretarial Auditors of the Company to carry out the
Secretarial Audit for the Financial Year 2024 -25 and to issue Secretarial Audit Report
as per the prescribed format under rules in terms of Section 204(1) of the Companies
Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

Further, the Secretarial Audit Report issued by M/ s. HSPN & Associates LLP,
Company Secretaries for the financial year 2024 -2025 is annexed herewith and forms
part of this report as "Annexure -III".

Further the recommendation for the Appointment of M/s. HSPN & Associates LLP,
Company Secretaries as Secretarial Auditors of the Company to carry out the
Secretarial Audit for the period of Five (5) years (i.e. from 2025-26 to 2029-30) has been
made for the shareholders'' approval at the Thirty -Third (33^rd) Annual General
Meeting of the Company.

(iv) COST AUDITOR AND COST AUDIT;

Maintenance of cost records as prescribed under the provisions of Section 148(1) of the
Companies Act, 2013 was not applicable for the business activities carried out by the
Company for the financial 2024 -25. Accordingly, such accounts and records are not
made and maintained by the Company for the said period.

Furthermore, The Company was not required to appoint Cost Auditor under the
provisions of section 148 of the Companies Act, 2013 as the same was not applicable
to the Company during the financial year under review.

39. EXPLANATION OR COMMENTS BY THE BOARD OF DIRECTORS ON
QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS
MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN
THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Auditor in his
report made for the financial year under review.

40. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND
GENERAL MEETINGS:

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.

41. INTERNAL CONTROL SYSTEM:

The Company''s internal controls system has been established on values of integrity and
operational excellence and it supports the vision of the Company "To be the most
sustainable and competitive Company in our industry". The Company''s internal control
systems are commensurate with the nature of its business and the size and complexity of
its operations. These are routinely tested and certified by Statutory as well as Internal
Auditors and their significant audit observations and follow up actions thereon are
reported to the Audit Committee on a quarterly basis, specifying the nature, value and
terms and conditions of the transactions.

42. DIRECTORS'' RESPONSIBILITY STATEMENT:

a. In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the

Company hereby confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have
been followed and there has been no material departure;

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 profit and loss of the Company for that period:

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 had 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: and

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

43. DISCLOSURE UNDER RULE 5(2) OF COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

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
https: / / www.cistrotelelink.com/ policies.html.

44. PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There were no proceedings, either filed by the Company or against the Company, pending
under the Insolvency and Bankruptcy Code, 2016 as amended, before the National
Company Law Tribunal or other Courts as of March 31, 2025.

45. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE
YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

No such events occurred during the year under review.

46. 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:

No such events occurred during the year under review.

47. THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY
BENEFIT ACT 1961:

The Company has complied with the provision relating to the Maternity Benefit Act, 1961.

48. OTHER DISCLOSURES:

a. Change in Registrar and Share Transfer Agent R&TA):

During the year under review, the Board of Directors at its meeting held on February
10, 2025, approved the proposal for change in the Company''s Registrar and Transfer
Agent (RTA) from Satellite Corporate Services Private Limited to Ankit Consultancy
Private Limited, a SEBI Category-I RTA (SEBI Registration No. INR000000767), having
its office at 60, Pardeshipura Electronic Complex, Indore, Madhya Pradesh. The change
has been approved with the objective of ensuring smooth and efficient services to the
Company''s shareholders.

b. AGM Extension:

i. The Board, through a circular resolution dated 11^th August 2025, approved seeking

an extension of three months for holding the AGM, and an application has been
submitted to the Registrar of Companies. This is the Company''s first such request,
arising solely due to ongoing NCLT proceedings. Based on the Company''s
application submitted to the Registrar of Companies, Madhya Pradesh, seeking

additional time for holding the Annual General Meeting (AGM) for the financial
year ended 31st March 2025, the Registrar, vide approval letter dated 04 September
2025, has granted an extension of 1 month and 15 days under Section 96(1) of the
Companies Act, 2013.

ii. Further as the petition for reduction of share capital filed before the Hon''ble NCLT,
Indore Bench, was still pending for final hearing. In view of the same and to avoid
presenting incomplete or inaccurate financials, the Board, through a circular
resolution dated 17 October 2025, has approved seeking a further extension to hold
the AGM up to 31 December 2025, and the application has been submitted to the
Registrar of Companies. Based upon the Application the Registrar, vide approval
letter dated 04 November 2025, has granted an additional extension of 1 month
and 15 days under Section 96(1) of the Companies Act, 2013, considering the
circumstances explained by the Company. Accordingly, the Company is permitted
to hold its AGM within the extended period, and the Board confirms that the AGM
will be convened within this revised timeline.

49. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MD&A)

The Management Discussion and Analysis Report (MD&A), prepared in accordance with
the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, forms an important part of the
Company''s statutory disclosures for the year under review.

The MD&A provides detailed information on the industry structure, business operations,
financial performance, risks, opportunities, internal control systems, and the future
outlook of the Company.

In compliance with the regulatory requirements, the MD&A has been annexed to this
Board''s Report as Annexure -I and shall be read as an integral part of the Annual Report.

50. CEO AND CFO CERTIFICATION

The CEO and CFO Certification, issued in accordance with the provisions of Regulation
17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has
been obtained for the financial year under review. The certification confirms the accuracy
of the financial statements, the establishment and maintenance of internal controls, and
the compliance of the Company with all applicable laws and regulatory requirements.

In compliance with the aforesaid regulations, the CEO and CFO Certification has been
attached to this Board''s Report as Annexure -II and shall be read as an integral part of the
Annual Report.

51. ACKNOWLEDGEMENTS:

Your directors place on records their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your directors deeply appreciate
the committed efforts put in by employees at all levels, whose continued commitment and
dedication contributed greatly to achieving the goals set by your Company. Your directors

also acknowledge gratefully the shareholders for their support and confidence reposed on
your Company.

By the Order of the Board of Directors
Cistro Telelink Limited

Sd/-

Arun Kumar Sharma

Chairman and Non- Executive Director

DIN: 00369461

Date: November 14, 2025

Place: Indore, MP

---

Mar 31, 2024

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:

Standalone
Particulars	Year end	ed (in INR)
	2023-2024	2022-2023
Total Income (Including Other Income)	75,800	21,317
Gross Profit (before Interest, Depreciation and tax)	400	(2,955)
Less: Interest	NIL	NIL
: Depreciation	NIL	NIL
: Provision for taxation - Current - Deferred	NIL	NIL
Less: Exceptional Items	(14,48,300)	NIL
Net Profit after tax	(14,47,900)	(2,955)
Less: Other Comprehensive Income	NIL	NIL
Total Comprehensive Income for the period	(14,47,900)	(2,955)

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:

Sr. No.	Date of Board Meeting
1	29.05.2023
2	12.07.2023
3	31.07.2023
4	03.08.2023
5	09.11.2023
6	06.02.2024

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

Ms. Renu Singh			Chairman & Independent Non-Executive Director
Mr. Arun Kumar Sharma			Member & Independent Non-Executive Director
Mr. Ganesh Saindane			Member & Independent Non-Executive Director

• Nomination and Remuneration Committee comprises of following Members

Ms. Renu Singh		Chairman & Independent Non-Executive Director
Mr. Arun Kumar Sharma		Member & Independent Non-Executive Director
Mr. Ganesh Saindane		Member & Independent Non-Executive Director

• Stakeholders'' Relationship Committee comprises of following Members

Ms. Renu Singh		Chairman & Independent Non-Executive Director
Mr. Arun Kumar Sharma		Member & Independent Non-Executive Director
Mr. Ganesh Saindane		Member & Independent Non-Executive Director

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

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Mar 31, 2014

The Members

CISTRO TELELINK LIMITED.

The Directors have great pleasure in presenting DIRECTOR''S REPORT along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2014.

FINANCIAL RESULTS:

The financial Results are briefly indicated below:

(Amt in Rs.) PARTICULARS For the year ended on 31.03.2014 31.03.2013

Total Income - 242,931

Total Expenditure 2,54,088 5,06,854

Profit/ [Loss] before Taxation (2,54,088) (2,63,923)

Add: Short Provision for taxation for earlier years NIL NIL

Interest on loan written back under OTS NIL NIL

Profit/ (loss) after Taxation (2,54,088) (2,63,923)

FINANCIAL OPERATIONS:

The Company has suffered losses of Rs. 2,54,088/- (Rupees Two Lakh Fifty Four Thousand Eighty Eight Only) during the financial year. Your Directors propose to start business activities in coming year.

DIVIDEND:

In view of losses, the Directors do not recommend any dividend as such.

DEPOSITS:

The Company has not accepted any deposits, within the meaning of Section 58A, 58AA & any other provision of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made thereunder.

SHARE CAPITAL:

There is no change in Authorised Capital and Issued Share Capital during the financial year.

SUBSIDIARIES:

Since the Company has no subsidiaries, provisions of Section 212 of the Companies Act, 1956 are not applicable to the Company.

DIRECTORS:

Mr. Satyendersingh Gupta resigned as a director of company on January 20, 2014.The Board placed on record its appreciation and gratitude for his guidance and valuable contribution to Company.

The Board of Directors at their meeting held on 20th January, 2014 approved the appointment of Mr. Om Prakash Madhogarhia as a Independent Non Executive Director.

During the Year in order to comply with the provisions of Clause 49 (I)(A) of Listing Agreement (Composition of Board of Directors), Mr. Arun Kumar Sharma was designated as a Non Executive Director w.e.f 20th January,2014 and Mr. Om Prakash Madhogarhia was designated as a Executive Director w.e.f 17th Februwary,2014.

Ms. Renu Singh was appointed as an Additional Director on the Board of Directors of the Company on 29th May, 2014 in order to comply with the provisions of Section 149 of the Companies Act, 2013 requiring a listed Company to have a woman Director.

During the year Mr. Arun Kumar Sharma, Director retires by rotation and being eligible has offered himself for re- appointment. The members are therefore requested to re-appoint him in the forthcoming Annual General Meeting.

DIRECTOR''S RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms;

i. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

iii. that the directors had taken proper and sufficient care for the maintenance 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. that the directors had prepared the Annual accounts on a going concern basis.

CORPORATE GOVERNANCE CODE:

The Board had implemented certain provisions of the Corporate Governance Code in pursuance of Clause 49 of the Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from the Auditors of the Company on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report.

AUDITORS:

M/s. C.P.Jaria & Co., Chartered Accountants, Surat, Statutory Auditors of the company hold office until the conclusion of the forthcoming Annual General Meeting and have signified their willingness to be re-appointed and have further confirmed that their appointment if made shall be within the limits specified under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment under any of the provisions and rules framed under the Companies Act, 2013.

AUDITORS REPORT:

The Auditors'' Report did not contain any adverse remarks or qualification.

INTERNAL AUDITORS

The company has appointed M/s. Phophalia S & Associates., Chartered Accountants, Surat, as internal auditor of the company for financial year 2014-15.

SECRETARIAL AUDITOR:

The Board has appointed HS associates, Company Secretaries as the Secretarial Auditor of the Company for the financial year 2014-2015.

MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

Management Discussion and Analysis Statement is also annexed herewith forming a part of this report.

PARTICULARS OF CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

Since the Company is not a manufacturing unit provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption is not applicable.

FOREIGN EXCHANGE EARNING & OUTGOING:

During the year, there was no Foreign Exchange earnings and outgo.

PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules 1999 as amended upto date, there was no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as mentioned in the section and hence no details are given as such.

ACKNOWLDEGEMENTS:

Your Directors express their appreciation to the shareholders for the confidence reposed by them in the company and for the continued support and co-operation extended by them.

For and on behalf of the Board of Directors

Sd/- DATE :14th August 2014 Mr. Om Prakash Madhogarhia PLACE :INDORE Chairman

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Mar 31, 2010

The Directors have great pleasure in presenting DIRECTORS REPORT along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2010.

FINANCIAL RESULTS:

The financial Results are briefly indicated below:

(Amt In Rs.)

PARTICULARS For the year ended on

31.03.2010 31.03.2009

Total Income 13,69,000 NIL

Total Expenditure 17,18,000 9,015

Profit/ [Loss] before Taxation (186947) (9,015)

Add: Short Provision for taxation for earlier years NIL NIL

Interest on loan written back under OTS NIL NIL

Profit/(loss) after Taxation (1,86,947) (9,015)

Loss Brought Forward (12,18,327) (12,09,312)

Balance carried to Balance Sheet (1,405,274) (12,18,327)

FINANCIAL OPERATIONS:

The Company has suffered losses of Rs. 1,86,947/- during the financial year. Your Directors are expects to achieve better performance in future and taking maximum efforts to control the cost and optimize the results in the coming year.

DIVIDEND:

In view of losses, the Directors do not recommend any dividend as such.

DEPOSITS:

The Company has not accepted any deposits, within the meaning of Section 58A, 58AA & any other provision of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made there under.

PARTICULARS OF EMPLOYEES:

In accordance with the provision of section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules 1999 as amended up to date, there were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as mentioned in the section and hence no details are given as such.

SHARE CAPITAL:

There is no change in Authorised Share Capital and Issued Share Capital during the financial year.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Pyarelal Gulabchand Varma and Mr. SatyendraSingh Gupta, were appointed as an additional Directors pursuant to Section 260 of the Companies Act, 1956 during the year w.e.f. 12th July, 2010 to hold the office upto the date of the forthcoming Annual General Meeting; hence members are requested to re-appoint them in the forthcoming Annual General Meeting of the Company.

During the year Mr. Jatin Chawla, Director, retire by rotation and being eligible has offered himself for re-appointment. The members are requested to re-appoint them in the forthcoming Annual General Meeting.

SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 is not applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms;

i. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. that 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 financial year and of the Profit or Loss of the Company for that period.

iii. that 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. that the Directors have prepared the Annual accounts on a going concern basis.

CORPORATE GOVERNANCE CODE:

The Board had implemented certain provisions of Corporate Governance Code in pursuance of clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from the Auditors of the Company on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report.

LISTING:

The companys shares are listed at the Bombay Stock Exchange. However due to non- compliances of the Listing Agreement/ the shares are suspended from trading. Your

Board is in the process of complying with the said compliances and revocation of suspension.

AUDITORS:

M/s. S. R. NAREDI & Co. Chartered Accountants, Indore, Statutory Auditors of your company holds office until the conclusion of the forthcoming Annual General Meeting. They had signified their willingness to accept re-appointment and further confirmed their eligibility under Section 224 (IB) of the Companies Act 1956.

PARTICULARS OF CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

Since ours is not a manufacturing unit the concept of conservation of energy & technology absorption is not applicable to our Company.

FOREIGN EXCHANGE EARNING & OUTGOING:

During the year, there was no Foreign Exchange earning and outgo.

ACKNOWLDEGEMENTS:

Your Directors take this opportunity to place on record, gratitude for co-operation and support received from their Banker, stakeholders, various departments and agencies of Central and State Government and dedication and commitment to the staff at all levels without which the all-round growth and prosperity of the company would not have been possible.

By Order of the Board CISTRO TELEUNK LIMITED

DATE: 3rd September, 2010. Sd/-

PLACE: INDORE P.S. TOMAR

(CHAIRMAN)